REGISTERED NUMBER: 14033611 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 July 2025

for

Roche Homecare Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTOR:

P J Roche

REGISTERED OFFICE:

Unit 1 Manor Court

Manor Hill Lane

Leeds

United Kingdom

LS11 8LQ

REGISTERED NUMBER:

14033611 (England and Wales)

AUDITORS:

Richard Smedley Limited

Chartered Accountants & Registered Auditors

Richmond House

Lawnswood Business Park

Redvers Close

Leeds

West Yorkshire

LS16 6QY

The director presents his strategic report of the company and the group for the year ended 31 July 2025.

REVIEW OF BUSINESS

The director's review is consistent with the size and nature of the group and is written in the context of the risks and uncertainties faced by the company.

The director considers the company's key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being:

Turnover

Occupancy level

Fee levels within the care homes

Staff and agency costs

Ratings received on the company's care homes from the Care Quality Commission (CQC).

During the year, turnover has increased from £13.4m in 2024 to £13.7m in 2025.

Below are further key performance indicators of the Group:

Gross profit margin: 2025 - 31.03% (2024 - 35.11%)

Net profit margin: 2025 - 7.47% (2024 - 9.51%)

Working capital: 2025 - 348.99% (2024 - 333.61%)

Gearing: 2025 - 5.99% (2024 - 6.86%)

The director and senior management team regularly assesses the key performance indicators that they use to run and monitor the group including, where appropriate, non-financial indicators. These include turnover per employee, operating profit per employee, earnings per bed and occupancy rates. All these indicators relate to the provision of care.

In the year fee levels have increased at all the nursing homes. The director has made steps to improve occupancy levels by additional advertising and continued updating of the nursing homes.

Payroll costs have increased this year inline with the increased turnover. The director continues to monitor both occupancy levels and payroll costs closely, with particular efforts being made to reduce the levels of agency staff and instead employ and train permanent employees. The company is also looking into further initiatives to improve the ongoing cost savings within the business.

In relation to quality ratings assessed by CQC, the director is pleased to report that in the most recent reviews the care homes were meeting the required standards..

At the year end there was an overall operating profit of £1,098,098 compared to an operating profit of £1,392,352 in 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The main short term trading risks facing the business are as follows:

The company is exposed to a number of risks including occupancy rates, pressure on rates of income from local authorities and availability of suitably qualified staff. The principal risks and how we mitigate them are explained below.

Competition- the company is aware of the competitive pressure in the UK. The company responds to this pressure by continuously upgrading its nursing homes and providing the best care available to the residents.

Interest rate risk-the company is financed by loans that are at a fixed rate and LIBOR rate. It therefore is subject to fluctuations in the bank base rate. The company manages this by monitoring and ensuring sufficient liquidity to meet any increases in the bank base rate.

Liquidity Risk - Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs via weekly cashflow forecasts, and to invest cash assets safely and profitably. Short-term flexibility is achieved by an overdraft facility. The overall cash balance and net assets have increased from the previous year.

Going concern- The director and management have recognised the principal risks and uncertainties which could affect the business and have considered the extent to which they may materialise.

Consequently the company has implemented procedures and policies which will mitigate the risks as much as possible and ensure the company continues to trade throughout these uncertain economic conditions. The company is well placed to deal with the difficulties all companies are incurring during this difficult time.

ON BEHALF OF THE BOARD:

P J Roche - Director

28 April 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 July 2025.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of nursing homes, domiciliary care and training in the UK.

DIVIDENDS

Interim dividends per share on the Ordinary £1 shares were paid as follows:

£166,667

- 1 April 2025

£120,000

- 6 April 2025

£286,667

The director recommends that no final dividend be paid on these shares.

No interim dividend was paid on the Preference £1 shares. The director recommends that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 July 2025 will be £ 286,667 .

FUTURE DEVELOPMENTS

The director remains optimistic about future developments and intends to continue to expand the company's operations and profits, whilst maintaining consistent pressure on costs and making greater efficiencies within the business whilst maintaining a high quality of care.

The director and management have recognised the principal risks and uncertainties which could affect the business and have considered the extent to which they may materialise.

Consequently the company has implemented procedures and policies which will mitigate the risks as much as possible and ensure the company continues to trade throughout these uncertain economic conditions.

DIRECTOR

P J Roche held office during the whole of the period from 1 August 2024 to the date of this report.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is exposed to a number of risks which are listed below and reference in further detail within the Group Strategic Report:

Competition risk

Interest rate risk

Liquidity risk

Going concern risk

EMPLOYEE MATTERS

Employment of disabled persons

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

The principles of the company policies are brought to the attention of all staff by means of the Company's Employee Handbook. Matters of concern to employees can be found in the Employee Handbook. Views of employees are welcomed by the management and are discussions held where it is considered appropriate.

Employee involvement

The group's employment policies are designed to attract, retain and motivate the best people. The group involves employees at all levels of the organisation through a broad base of regular communication and briefing sessions to understand current performance and communicate future developments.

Employee engagement

The health and safety of our employees is a primary focus. The working environment is important to the director both from a health and safety perspective and a holistic one.

Policies are in place and significant training is undertaken to ensure that the group has a fair and robust recruitment process and the culture of equality and diversity is maintained.

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.

AUDITORS

The auditors, Richard Smedley Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P J Roche - Director

28 April 2026

Opinion

We have audited the financial statements of Roche Homecare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 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 31 July 2025 and of the group's 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 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.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, 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.

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 sector experience;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements, including the Companies Act 2006, UK Corporate Governance, the Care Quality Commission (CQC) and taxation legislation. The company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the financial statements, for instance through the imposition of fines, penalties or litigation such as employment, environmental, health and safety and building regulations;

- We asses the external 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

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;

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

- Investigated the rationale behind any significant or unusual transactions.

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

- Agreeing financial statements disclosures to underlying supporting documentation

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

- Reviewing correspondence with HMRC and relevant regulators websites for notice of any breaches; and

- Review of relevant legal or professional costs within the accounting records for any evidence of previously undetected or unreported instances of non-compliance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the 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 directors and other management and the inspection of regulatory and legal correspondence, if any.

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

Use of our report

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

Richard Smedley (Senior Statutory Auditor)

for and on behalf of Richard Smedley Limited

Chartered Accountants & Registered Auditors

Richmond House

Lawnswood Business Park

Redvers Close

Leeds

West Yorkshire

LS16 6QY

28 April 2026

TURNOVER

3

13,748,362

13,355,767

Cost of sales

9,482,173

8,665,926

GROSS PROFIT

4,266,189

4,689,841

Administrative expenses

3,286,147

3,329,054

980,042

1,360,787

Other operating income

118,056

31,565

OPERATING PROFIT

5

1,098,098

1,392,352

Interest receivable and similar income

7,483

20,933

1,105,581

1,413,285

Gain/loss on revaluation of assets

-

(93,973

)

1,105,581

1,319,312

Interest payable and similar expenses

6

79,169

49,047

PROFIT BEFORE TAXATION

1,026,412

1,270,265

Tax on profit

7

274,155

346,599

PROFIT FOR THE FINANCIAL YEAR

752,257

923,666

Profit attributable to:

Owners of the parent

752,257

923,666

PROFIT FOR THE YEAR

752,257

923,666

OTHER COMPREHENSIVE INCOME

Property revaluations

-

94,897

Non-distributable reserves

-

(94,897

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

752,257

923,666

Total comprehensive income attributable to:

Owners of the parent

752,257

923,666

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

10,244,576

10,064,618

Investments

12

447,968

431,475

10,692,544

10,496,093

CURRENT ASSETS

Stocks

13

19,164

19,164

Debtors

14

6,291,925

6,148,001

Cash at bank and in hand

307,071

419,587

6,618,160

6,586,752

CREDITORS

Amounts falling due within one year

15

1,896,374

1,974,400

NET CURRENT ASSETS

4,721,786

4,612,352

TOTAL ASSETS LESS CURRENT LIABILITIES

15,414,330

15,108,445

CREDITORS

Amounts falling due after more than one year

16

(734,363

)

(924,315

)

PROVISIONS FOR LIABILITIES

20

(361,210

)

(330,963

)

NET ASSETS

14,318,757

13,853,167

CAPITAL AND RESERVES

Called up share capital

21

3,119,101

3,119,101

Non-distributable reserve

22

2,989,660

2,989,660

Retained earnings

22

8,209,996

7,744,406

SHAREHOLDERS' FUNDS

14,318,757

13,853,167

The financial statements were approved by the director and authorised for issue on 28 April 2026 and were signed by:

P J Roche - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

266,886

304,485

Investments

12

3,119,101

3,119,101

3,385,987

3,423,586

CURRENT ASSETS

Stocks

13

2,699

2,699

Debtors

14

5,043,791

4,912,909

Cash at bank and in hand

177,174

196,325

5,223,664

5,111,933

CREDITORS

Amounts falling due within one year

15

5,237,685

5,184,309

NET CURRENT LIABILITIES

(14,021

)

(72,376

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,371,966

3,351,210

CREDITORS

Amounts falling due after more than one year

16

(39,329

)

-

PROVISIONS FOR LIABILITIES

20

(27,921

)

(36,921

)

NET ASSETS

3,304,716

3,314,289

CAPITAL AND RESERVES

Called up share capital

21

3,119,101

3,119,101

Retained earnings

22

185,615

195,188

SHAREHOLDERS' FUNDS

3,304,716

3,314,289

Company's profit for the financial year

277,094

257,662

The financial statements were approved by the director and authorised for issue on 28 April 2026 and were signed by:

P J Roche - Director

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2023

3,119,101

6,988,567

3,083,633

13,191,301

Changes in equity

Dividends

-

(261,800

)

-

(261,800

)

Total comprehensive income

-

1,017,639

(93,973

)

923,666

Balance at 31 July 2024

3,119,101

7,744,406

2,989,660

13,853,167

Changes in equity

Dividends

-

(286,667

)

-

(286,667

)

Total comprehensive income

-

752,257

-

752,257

Balance at 31 July 2025

3,119,101

8,209,996

2,989,660

14,318,757

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2023

3,119,101

197,726

1,600

3,318,427

Changes in equity

Dividends

-

(261,800

)

-

(261,800

)

Total comprehensive income

-

259,262

(1,600

)

257,662

Balance at 31 July 2024

3,119,101

195,188

-

3,314,289

Changes in equity

Dividends

-

(286,667

)

-

(286,667

)

Total comprehensive income

-

277,094

-

277,094

Balance at 31 July 2025

3,119,101

185,615

-

3,304,716

Cash flows from operating activities

Cash generated from operations

1

1,292,877

803,064

Interest paid

(73,156

)

(49,047

)

Interest element of hire purchase payments paid

(6,013

)

-

Tax paid

(252,414

)

(518,836

)

Net cash from operating activities

961,294

235,181

Cash flows from investing activities

Purchase of tangible fixed assets

(715,667

)

(421,360

)

Purchase of fixed asset investments

(20,993

)

(270,650

)

Sale of tangible fixed assets

70,673

27,748

Sale of fixed asset investments

4,500

-

Interest received

7,483

20,933

Net cash from investing activities

(654,004

)

(643,329

)

Cash flows from financing activities

Loan repayments in year

(245,820

)

(270,742

)

Capital repayments in year

111,016

-

Amount introduced by directors

298,947

1,745,727

Amount withdrawn by directors

(297,282

)

(1,571,841

)

Equity dividends paid

(286,667

)

(261,800

)

Net cash from financing activities

(419,806

)

(358,656

)

Decrease in cash and cash equivalents

(112,516

)

(766,804

)

Cash and cash equivalents at beginning of year

2

419,587

1,186,391

Cash and cash equivalents at end of year

2

307,071

419,587

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.7.25

31.7.24

£

£

Profit before taxation

1,026,412

1,270,265

Depreciation charges

424,628

389,598

Loss on disposal of fixed assets

40,408

1,165

Loss on revaluation of fixed assets

-

93,973

Finance costs

79,169

49,047

Finance income

(7,483

)

(20,933

)

1,563,134

1,783,115

Increase in trade and other debtors

(202,675

)

(870,937

)

Decrease in trade and other creditors

(67,582

)

(109,114

)

Cash generated from operations

1,292,877

803,064

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 July 2025

31.7.25

1.8.24

£

£

Cash and cash equivalents

307,071

419,587

Year ended 31 July 2024

31.7.24

1.8.23

£

£

Cash and cash equivalents

419,587

1,186,391

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.8.24

Cash flow

At 31.7.25

£

£

£

Net cash

Cash at bank and in hand

419,587

(112,516

)

307,071

419,587

(112,516

)

307,071

Debt

Finance leases

-

(111,016

)

(111,016

)

Debts falling due within 1 year

(247,261

)

(16,974

)

(264,235

)

Debts falling due after 1 year

(924,315

)

262,795

(661,520

)

(1,171,576

)

134,805

(1,036,771

)

Total

(751,989

)

22,289

(729,700

)