Company registration number 07892748 (England and Wales)
Majesticare Holdings 1 Limited
Annual report and financial statements
For the year ended 30 September 2025
Majesticare Holdings 1 Limited
Company information
Directors
Mr S C Oakes
Mrs A Boxall
Mr R W M Pratap
Company number
07892748
Registered office
Nova House
2 Hall Farm Way
Smalley
Ilkeston
DE7 6JS
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Majesticare Holdings 1 Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Group statement of income and retained earnings
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of cash flows
11
Notes to the financial statements
12 - 26
Majesticare Holdings 1 Limited
Strategic report
For the year ended 30 September 2025
- 1 -

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

Principal activities

The principal activity of the company continued to be that of a holding company. The main trade of the subsidiary, Ross Healthcare Limited, is that of a care home operator.

Review of the business

The directors aim to present a balanced and comprehensive review of the development and performance of their business during the year and its position at the end of the year. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties they face.

The group operates from the following freehold care homes as at the end of the year:-

Registered Beds

Milton Ernest Hall 27

Oaktree Court 55

The strategy was to continue developing existing care homes through refurbishment and extension programmes. The quality of our homes remains of paramount importance and as at the year end, the homes were recognised as achieving 100% essential standards compliance.

The financial performance during the year was in line with the directors’ expectations, delivering the benefits of recent capital expenditure and strategic developments. Turnover achieved was £5.83m, generating a gross profit of £2.16m and a net loss before tax of £386k.

The group’s key performance indicators communicate the financial performance of the homes and the strength of the group:-

1. Average fees - The Directors are striving to maximise the quality of earnings, through offering high quality environments with highly trained staff teams. The group seeks to generate sustainable income levels to support the cost base of the business, impacted by growing staff costs and utility costs.

2. Occupancy - The occupancy levels continue to remain strong and as at year end was 83.21% of available beds.

3. Gross margin - A gross margin of 37.13% was generated.

The business environment in which the group operates continues to be challenging. The long-term care market is highly competitive and the group aims to continue to exceed the recommended care standards.

The directors are continually assessing risks and uncertainties and are aware that any plans for the future development of the group may be subject to unforeseen future events outside of their control.

On behalf of the board

Mr S C Oakes
Director
26 March 2026
Majesticare Holdings 1 Limited
Directors' report
For the year ended 30 September 2025
- 2 -

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

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £4,500,000 (2024: £Nil). The directors do not recommend payment of a further dividend.

Directors

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

Mr S C Oakes
Mrs A Boxall
Mr R W M Pratap
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company is aware of that information.

Majesticare Holdings 1 Limited
Directors' report (continued)
For the year ended 30 September 2025
- 3 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
Mr S C Oakes
Director
26 March 2026
Majesticare Holdings 1 Limited
Independent auditor's report
To the members of Majesticare Holdings 1 Limited
- 4 -
Opinion

We have audited the financial statements of Majesticare Holdings 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group statement of income and retained earnings, the group statement of financial position, the company statement of financial position, the group statement of cash flows 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 group's and the parent 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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

Majesticare Holdings 1 Limited
Independent auditor's report (continued)
To the members of Majesticare Holdings 1 Limited
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

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

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent 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.

Majesticare Holdings 1 Limited
Independent auditor's report (continued)
To the members of Majesticare Holdings 1 Limited
- 6 -

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

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

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

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company;

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

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

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

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

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

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

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions; and

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

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

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

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

A further description of our responsibilities 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.

Majesticare Holdings 1 Limited
Independent auditor's report (continued)
To the members of Majesticare Holdings 1 Limited
- 7 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Gary Chadwick FCCA
Senior Statutory Auditor
For and on behalf of DJH Audit Limited
26 March 2026
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
ST1 5SQ
Majesticare Holdings 1 Limited
Group statement of income and retained earnings
For the year ended 30 September 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
5,827,126
5,473,335
Cost of sales
(3,663,613)
(3,448,880)
Gross profit
2,163,513
2,024,455
Administrative expenses
(2,337,019)
(1,935,213)
Other operating income
12,830
11,980
Operating (loss)/profit
4
(160,676)
101,222
Interest receivable and similar income
6
45,977
486,489
Interest payable and similar expenses
7
(271,723)
(576,880)
(Loss)/profit before taxation
(386,422)
10,831
Tax on (loss)/profit
8
66,170
1,394
(Loss)/profit for the financial year
22
(320,252)
12,225
Retained earnings brought forward
6,587,427
6,575,202
Dividends
(4,500,000)
-
0
Retained earnings carried forward
1,767,175
6,587,427
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Majesticare Holdings 1 Limited
Group statement of financial position
As at 30 September 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
4,628,412
4,762,778
4,628,412
4,762,778
Current assets
Stocks
14
29,992
29,992
Debtors
15
2,966,457
9,619,384
Cash at bank and in hand
349,352
86,330
3,345,801
9,735,706
Creditors: amounts falling due within one year
16
(3,696,519)
(5,315,802)
Net current (liabilities)/assets
(350,718)
4,419,904
Total assets less current liabilities
4,277,694
9,182,682
Creditors: amounts falling due after more than one year
17
(2,335,459)
(2,424,334)
Provisions for liabilities
Deferred tax liability
19
174,708
170,569
(174,708)
(170,569)
Net assets
1,767,527
6,587,779
Capital and reserves
Called up share capital
21
352
352
Profit and loss reserves
22
1,767,175
6,587,427
Total equity
1,767,527
6,587,779

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 26 March 2026 and are signed on its behalf by:
26 March 2026
Mr S C Oakes
Director
Company registration number 07892748 (England and Wales)
Majesticare Holdings 1 Limited
Company statement of financial position
As at 30 September 2025
30 September 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
100
100
Capital and reserves
Called up share capital
21
352
352
Profit and loss reserves
22
(252)
(252)
Total equity
100
100

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £4,500,000 (2024 - £0 ).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 26 March 2026 and are signed on its behalf by:
26 March 2026
Mr S C Oakes
Director
Company registration number 07892748 (England and Wales)
Majesticare Holdings 1 Limited
Group statement of cash flows
For the year ended 30 September 2025
- 11 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
5,213,114
(19,624)
Interest paid
(271,723)
(576,880)
Net cash inflow/(outflow) from operating activities
4,941,391
(596,504)
Investing activities
Purchase of tangible fixed assets
(122,963)
(70,137)
Proceeds from disposal of tangible fixed assets
-
287,778
Interest received
45,977
486,489
Net cash (used in)/generated from investing activities
(76,986)
704,130
Financing activities
Repayment of bank loans
(101,383)
(101,408)
Dividends paid to equity shareholders
(4,500,000)
-
0
Net cash used in financing activities
(4,601,383)
(101,408)
Net increase in cash and cash equivalents
263,022
6,218
Cash and cash equivalents at beginning of year
86,330
80,112
Cash and cash equivalents at end of year
349,352
86,330
Majesticare Holdings 1 Limited
Notes to the group financial statements
For the year ended 30 September 2025
- 12 -
1
Accounting policies
Company information

Majesticare Holdings 1 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Nova House, 2 Hall Farm Way, Smalley, Ilkeston, DE7 6JS.

The group consists of Majesticare Holdings 1 Limited and its subsidiary.

1.1
Basis of preparation

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.

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. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Majesticare Holdings 1 Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Ross Healthcare Limited has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Ross Healthcare Limited.

1.3
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
1
Accounting policies
(Continued)
- 13 -
1.4
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Tangible fixed assets

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
45 years straight line
Plant and machinery
20% per annum on cost
Computer equipment
33% per annum on cost
Motor vehicles
25% per annum on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries a re initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
1
Accounting policies
(Continued)
- 14 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets which include cash in hand and deposits held at call with banks.

1.11
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, cash and bank balances and amounts due from related parties, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from related parties, 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. Amounts 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
1
Accounting policies
(Continued)
- 16 -
1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
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 income statement 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 group’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.

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 income statement, 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 if, and only if, there is 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.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
1
Accounting policies
(Continued)
- 17 -
1.17
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

1.18

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Rendering of services
5,827,126
5,473,335
2025
2024
£
£
Other revenue
Interest income
45,977
486,489
Grants received
1,967
3,729
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 18 -
4
Operating (loss)/profit
2025
2024
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Government grants
(1,967)
(3,729)
Fees payable to the group's auditor for the audit of the group's financial statements
3,675
3,500
Depreciation of tangible fixed assets
257,329
273,593
Profit on disposal of tangible fixed assets
-
(106,790)
Operating lease charges
24,000
24,000
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Nursing, domestic and other nursing staff
117
120
-
-
Head office and operations managers
38
35
-
-
Total
155
155
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,281,104
2,693,027
-
0
-
0
Social security costs
300,701
203,232
-
-
Pension costs
68,625
60,701
-
0
-
0
3,650,430
2,956,960
-
0
-
0
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
45,977
486,489
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 19 -
7
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
106,748
426,924
Other interest on financial liabilities
164,847
149,909
Other interest
128
47
Total finance costs
271,723
576,880
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
(66,170)
(1,394)

The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(386,422)
10,831
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(96,606)
2,708
Tax effect of expenses that are not deductible in determining taxable profit
211
-
0
Depreciation on assets not qualifying for tax allowances
-
0
14,720
Adjustments in respect of financial assets
30,741
-
0
Under/(over) provided in prior years
-
0
(1,100)
Deferred tax adjustments in respect of prior years
(516)
-
0
Tax losses utilised
-
0
(17,722)
Taxation credit
(66,170)
(1,394)
9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
4,500,000
-
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 20 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 October 2024 and 30 September 2025
60,000
Amortisation and impairment
At 1 October 2024 and 30 September 2025
60,000
Carrying amount
At 30 September 2025
-
0
At 30 September 2024
-
0
The company had no intangible fixed assets at 30 September 2025 or 30 September 2024.
11
Tangible fixed assets
Group
Freehold land and buildings
Plant and machinery
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 October 2024
6,309,125
3,068,162
5,792
204,268
9,587,347
Additions
-
0
112,001
10,962
-
0
122,963
At 30 September 2025
6,309,125
3,180,163
16,754
204,268
9,710,310
Depreciation and impairment
At 1 October 2024
1,835,718
2,822,925
1,600
164,326
4,824,569
Depreciation charged in the year
130,173
100,157
2,393
24,606
257,329
At 30 September 2025
1,965,891
2,923,082
3,993
188,932
5,081,898
Carrying amount
At 30 September 2025
4,343,234
257,081
12,761
15,336
4,628,412
At 30 September 2024
4,473,407
245,237
4,192
39,942
4,762,778
The company had no tangible fixed assets at 30 September 2025 or 30 September 2024.

Land and buildings include non-depreciable assets amounting to £371,000 (2024 - £808,352).

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 21 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024 and 30 September 2025
100
Carrying amount
At 30 September 2025
100
At 30 September 2024
100
13
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
Indirect
Ross Healthcare Limited
Nova House Hall Farm Way, Smalley, Ilkeston, DE7 6JS
Ordinary
100.00
-
Milton Ernest Hall Limited
Nova House Hall, Farm way, Smalley, Ilkeston
Ordinary
0
100.00
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
29,992
29,992
-
0
-
0
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 22 -
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
305,514
225,096
-
0
-
0
Other debtors
2,427,130
9,172,913
-
0
-
0
Prepayments and accrued income
109,263
167,134
-
0
-
0
2,841,907
9,565,143
-
-
Amounts falling due after more than one year:
Deferred tax asset (note 19)
124,550
54,241
-
0
-
0
Total debtors
2,966,457
9,619,384
-
-
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
18
101,311
113,819
-
0
-
0
Trade creditors
240,154
86,938
-
0
-
0
Other taxation and social security
136,467
92,068
-
-
Other creditors
3,114,598
4,901,233
-
0
-
0
Accruals and deferred income
103,989
121,744
-
0
-
0
3,696,519
5,315,802
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
2,335,459
2,424,334
-
0
-
0
Amounts included above which fall due after five years are as follows:
Payable by instalments
1,370,811
1,918,846
-
-
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 23 -
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
2,436,770
2,538,153
-
0
-
0
Payable within one year
101,311
113,819
-
0
-
0
Payable after one year
2,335,459
2,424,334
-
0
-
0

The bank loans are secured by a legal charge over Milton Ernest Hall and Oaktree Court.

Long term debt is in the form of a capital repayment loan with Lloyds Bank plc, with a variable interest rate of the Bank of England base rate plus 2.56% per annum, maturing in December 2039.

19
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
174,708
170,569
-
-
Tax losses
-
-
124,550
54,241
174,708
170,569
124,550
54,241
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 October 2024
116,328
-
Credit to profit or loss
(66,170)
-
Liability at 30 September 2025
50,158
-
Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 24 -
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
68,625
60,701

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Issued and fully paid
602 Ordinary A1 shares of 10p each
60.2
60.2
602 Ordinary A6 shares of 10p each
60.2
60.2
602 Ordinary A7 shares of 10p each
60.2
60.2
602 Ordinary A8 shares of 10p each
60.2
60.2
602 Ordinary A9 shares of 10p each
60.2
60.2
1 Ordinary B1 share of 10p each
0.1
0.1
1 Ordinary B6 share of 10p each
0.1
0.1
1 Ordinary B7 share of 10p each
0.1
0.1
1 Ordinary B8 share of 10p each
0.1
0.1
1 Ordinary B9 share of 10p each
0.1
0.1
50 Ordinary D1 shares of 10p each
5
5
50 Ordinary D6 shares of 10p each
5
5
50 Ordinary D7 shares of 10p each
5
5
50 Ordinary D8 shares of 10p each
5
5
50 Ordinary D9 shares of 10p each
5
5
50 Ordinary E1 shares of 10p each
5
5
50 Ordinary E6 shares of 10p each
5
5
50 Ordinary E7 shares of 10p each
5
5
50 Ordinary E8 shares of 10p each
5
5
50 Ordinary E9 shares of 10p each
5
5
351.5
351.5

Each class of ordinary shares carry full voting, dividend and capital distribution rights.

22
Profit and loss reserves

The profit and loss reserve holds the retained profits of the group, after the deduction of any dividends paid in the period.

23
Financial commitments, guarantees and contingent liabilities

The group has a legal charge and a fixed and floating charge in favour of Lloyds Bank Plc over the freehold properties and assets.

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 25 -
24
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
6,000
30,000
-
-
6,000
30,000
-
-
25
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Other related parties
2,611,946
4,575,802

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Other related parties
1,517,929
7,870,075
26
Controlling party

The ultimate controlling party of the group is Mr R W M Pratap.

Majesticare Holdings 1 Limited
Notes to the group financial statements (continued)
For the year ended 30 September 2025
- 26 -
27
Cash generated from/(absorbed by) group operations
2025
2024
£
£
(Loss)/profit after taxation
(320,252)
12,225
Adjustments for:
Taxation credited
(66,170)
(1,394)
Finance costs
271,723
576,880
Investment income
(45,977)
(486,489)
Gain on disposal of tangible fixed assets
-
(106,790)
Depreciation and impairment of tangible fixed assets
257,329
273,593
Movements in working capital:
Decrease/(increase) in debtors
6,723,236
(1,635,448)
(Decrease)/increase in creditors
(1,606,775)
1,347,799
Cash generated from/(absorbed by) operations
5,213,114
(19,624)
28
Analysis of changes in net debt - group
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
86,330
263,022
349,352
Borrowings excluding overdrafts
(2,538,153)
101,383
(2,436,770)
(2,451,823)
364,405
(2,087,418)
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