REGISTERED NUMBER: 09201886 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

FOR

GENIECARE HOMES LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Profit and Loss Account

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mrs S B Butt

REGISTERED OFFICE:

River Cottage

Horton Road

Horton

Bristol

BS37 6QH

REGISTERED NUMBER:

09201886 (England and Wales)

AUDITORS:

Kingscott Dix (Cheltenham) Limited

Statutory Auditor

Chartered Accountants

7 Rockfield Business Park

Old Station Drive

Leckhampton

Cheltenham

GL53 0AN

The directors present their strategic report of the company and the group for the year ended 31 July 2025.

REVIEW OF BUSINESS

The Group has continued to perform strongly during the year, with turnover increasing to £25.6m (2024 - £22.1m). This growth reflects continued high levels of occupancy across the care home portfolio, careful cost control, and sustained demand for quality residential care services where the Group operates.

The Group achieved an operating profit of £5.4m (2024 - £4.7m) and profit before taxation of £4.3m (2024 - £3.7m). Cash generation from operations remained robust, enabling the Group to continue investing in its property portfolio, whilst also meeting its financing and tax obligations as they fell due.

During the year, the Group continued to invest in the maintenance and improvement of its care homes, with capital expenditure of approximately £3.7m, ensuring that facilities remain compliant with regulatory standards and continue to meet the needs of residents.

The directors consider the Group’s financial position at the year end to be satisfactory, with net assets of £14.8m (2024 - £12.9m) and adequate liquidity to support ongoing operations and planned investment.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have identified the principal risks and uncertainties facing the Group and have taken steps to manage and mitigate these risks where possible.

Regulatory compliance

The Group operates in a highly regulated sector and is subject to oversight by relevant care and health regulators. Failure to comply with regulatory requirements could result in enforcement action or reputational damage. The Group mitigates this risk through robust governance, staff training, regular internal reviews, and engagement with regulators.

Staffing

The recruitment and retention of suitably qualified care staff remains a key risk given industry-wide labour shortages and cost pressures. The Group seeks to mitigate this risk through competitive remuneration, investment in training, and maintaining a positive working environment.

Financial funding

The Group has significant bank borrowings used to finance acquisitions and development. There is a risk associated with interest rate movements and compliance with banking covenants. This risk is managed through regular cash flow forecasting, close liaison with lenders, and maintaining appropriate headroom within facilities.

Occupancy

The Group’s financial performance is dependent on maintaining high occupancy levels. Changes in local demand, competition, or reputational issues could impact occupancy. The Group mitigates this risk through maintaining high standards of care, ongoing investment in facilities, and strong local relationships.

Cost inflation

The Group is exposed to increases in costs, particularly staffing, utilities, and food costs. Management actively monitors margins, reviews pricing structures where appropriate, and seeks efficiencies without compromising care quality.

KEY PERFORMANCE INDICATORS

The directors monitor the performance of the Group using a range of financial and non-financial key performance indicators, including:

Turnover growth - reflecting occupancy levels and fee rates.

Operating profit and margins - measuring operational efficiency.

Cash generated from operations - ensuring adequate liquidity.

Occupancy rates across care homes - monitoring utilisation of capacity.

Regulatory inspection outcomes - maintaining quality and compliance standards.

FUTURE DEVELOPMENTS

The directors remain optimistic about the Group’s prospects. Demand for quality residential care continues to be strong, driven by demographic trends. The Group will continue to focus on maintaining high standards of care, investing in its facilities and workforce, and managing costs prudently.

ON BEHALF OF THE BOARD:

Mrs S B Butt - Director

15 April 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 July 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of operating care homes.

DIVIDENDS

The total distribution of dividends for the year ended 31 July 2025 will be £1,036,113 for the group. This is comprised

of £169,038 from the parent company and £867,075 from the subsidiary companies.

DIRECTORS

Mrs S B Butt has held office during the whole of the period from 1 August 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr R G Butt - deceased 31 July 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Kingscott Dix (Cheltenham) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs S B Butt - Director

15 April 2026

Opinion

We have audited the financial statements of Geniecare Homes Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the Consolidated Profit and Loss Account, 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

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

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

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

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 Directors 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 Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 Directors.

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

-	adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from: our commercial and sector experience; our accountancy and tax knowledge; inspection of the Group's relevant correspondence; a review of Companies House filings; and discussions with the Directors. We discussed laws and regulations throughout our team and remained alert to any indication of non-compliance throughout the audit. The potential effect of the law and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial

reporting legislation, distributable profits legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts disclosed in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: food safety, health and safety, medical care, and employment laws and regulations, recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiries of management, and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material

misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

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

Robert Harris FCA (Senior Statutory Auditor)

for and on behalf of Kingscott Dix (Cheltenham) Limited

Statutory Auditor

Chartered Accountants

7 Rockfield Business Park

Old Station Drive

Leckhampton

Cheltenham

GL53 0AN

15 April 2026

TURNOVER

3

25,580,274

22,050,735

Cost of sales

(15,467,887

)

(12,939,918

)

GROSS PROFIT

10,112,387

9,110,817

Administrative expenses

(4,685,390

)

(4,387,852

)

5,426,997

4,722,965

Other operating income

40

334

OPERATING PROFIT

5

5,427,037

4,723,299

Interest receivable and similar income

89,182

27,118

5,516,219

4,750,417

Interest payable and similar expenses

6

(1,202,962

)

(1,017,381

)

PROFIT BEFORE TAXATION

4,313,257

3,733,036

Tax on profit

7

(1,385,813

)

(1,095,755

)

PROFIT FOR THE FINANCIAL YEAR

2,927,444

2,637,281

Profit attributable to:

Owners of the parent

2,927,444

2,637,281

PROFIT FOR THE YEAR

2,927,444

2,637,281

OTHER COMPREHENSIVE INCOME

Attributable to minority interests

(472,117

)

(403,828

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(472,117

)

(403,828

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,455,327

2,233,453

Total comprehensive income attributable to:

Owners of the parent

1,983,210

1,829,625

Non-controlling interests

472,117

403,828

2,455,327

2,233,453

FIXED ASSETS

Intangible assets

10

302,284

344,384

Tangible assets

11

24,755,492

22,057,743

Investments

12

-

-

25,057,776

22,402,127

CURRENT ASSETS

Debtors

13

1,218,754

1,537,648

Cash at bank and in hand

8,624,829

7,688,681

9,843,583

9,226,329

CREDITORS

Amounts falling due within one year

14

(3,331,819

)

(3,576,282

)

NET CURRENT ASSETS

6,511,764

5,650,047

TOTAL ASSETS LESS CURRENT LIABILITIES

31,569,540

28,052,174

CREDITORS

Amounts falling due after more than one year

15

(16,487,081

)

(15,011,683

)

PROVISIONS FOR LIABILITIES

19

(251,742

)

(101,105

)

NET ASSETS

14,830,717

12,939,386

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

12,050,272

10,631,058

SHAREHOLDERS' FUNDS

12,050,372

10,631,158

NON-CONTROLLING INTERESTS

22

2,780,345

2,308,228

TOTAL EQUITY

14,830,717

12,939,386

The financial statements were approved by the Board of Directors and authorised for issue on 15 April 2026 and were signed on its behalf by:

Mrs S B Butt - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

3,551,333

3,670,580

Investments

12

1,527,483

1,527,483

5,078,816

5,198,063

CURRENT ASSETS

Debtors

13

2,797,087

3,962,589

Cash at bank and in hand

3,254

5,413

2,800,341

3,968,002

CREDITORS

Amounts falling due within one year

14

(1,245,421

)

(1,921,644

)

NET CURRENT ASSETS

1,554,920

2,046,358

TOTAL ASSETS LESS CURRENT LIABILITIES

6,633,736

7,244,421

CREDITORS

Amounts falling due after more than one year

15

(4,216,073

)

(4,468,669

)

NET ASSETS

2,417,663

2,775,752

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

2,417,563

2,775,652

SHAREHOLDERS' FUNDS

2,417,663

2,775,752

Company's loss for the financial year

(189,051

)

(139,301

)

The 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 15 April 2026 and were signed on its behalf by:

Mrs S B Butt - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 August 2023

100

8,822,293

8,822,393

1,904,400

10,726,793

Changes in equity

Dividends

-

(424,688

)

(424,688

)

-

(424,688

)

Total comprehensive income

-

2,233,453

2,233,453

403,828

2,637,281

Balance at 31 July 2024

100

10,631,058

10,631,158

2,308,228

12,939,386

Changes in equity

Dividends

-

(1,036,113

)

(1,036,113

)

-

(1,036,113

)

Total comprehensive income

-

2,455,327

2,455,327

472,117

2,927,444

Balance at 31 July 2025

100

12,050,272

12,050,372

2,780,345

14,830,717

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2023

100

3,055,379

3,055,479

Changes in equity

Dividends

-

(140,426

)

(140,426

)

Total comprehensive income

-

(139,301

)

(139,301

)

Balance at 31 July 2024

100

2,775,652

2,775,752

Changes in equity

Dividends

-

(169,038

)

(169,038

)

Total comprehensive income

-

(189,051

)

(189,051

)

Balance at 31 July 2025

100

2,417,563

2,417,663

Cash flows from operating activities

Cash generated from operations

1

7,241,531

6,478,416

Interest paid

(1,185,462

)

(1,011,219

)

Interest element of hire purchase payments paid

(17,500

)

(6,162

)

Tax paid

(1,775,521

)

(1,065,911

)

Net cash from operating activities

4,263,048

4,395,124

Cash flows from investing activities

Purchase of tangible fixed assets

(3,673,962

)

(5,005,860

)

Sale of tangible fixed assets

27,850

51,311

Interest received

89,182

27,118

Net cash from investing activities

(3,556,930

)

(4,927,431

)

Cash flows from financing activities

New bank loans in year

2,200,000

3,800,000

Bank loan repayments in year

(873,508

)

(711,968

)

Hire purchase repayments in year

(60,349

)

(2,245

)

Equity dividends paid

(1,036,113

)

(424,688

)

Net cash from financing activities

230,030

2,661,099

Increase in cash and cash equivalents

936,148

2,128,792

Cash and cash equivalents at beginning of year

2

7,688,681

5,559,889

Cash and cash equivalents at end of year

2

8,624,829

7,688,681

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

2025

2024

£

£

Profit before taxation

4,313,257

3,733,036

Depreciation charges

1,177,921

1,027,829

Loss on disposal of fixed assets

1,755

-

Finance costs

1,202,962

1,017,381

Finance income

(89,182

)

(27,118

)

6,606,713

5,751,128

Decrease in trade and other debtors

318,794

231,833

Increase in trade and other creditors

316,024

495,455

Cash generated from operations

7,241,531

6,478,416

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

8,624,829

7,688,681

Year ended 31 July 2024

31.7.24

1.8.23

£

£

Cash and cash equivalents

7,688,681

5,559,889

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.8.24

Cash flow

changes

At 31.7.25

£

£

£

£

Net cash

Cash at bank

and in hand

7,688,681

936,148

8,624,829

7,688,681

936,148

8,624,829

Debt

Finance leases

(209,402

)

(341,081

)

-

(361,270

)

Debts falling due

within 1 year

(661,387

)

45,304

-

(616,083

)

Debts falling due

after 1 year

(14,854,478

)

(1,348,792

)

-

(16,203,270

)

(15,725,267

)

(1,644,569

)

-

(17,180,623

)

Total

(8,036,586

)

(708,421

)

-

(8,555,794

)

1.	STATUTORY INFORMATION

Geniecare Homes Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated group accounts of Geniecare Homes Limited are derived from the financial statements of the company and its subsidiaries and other related companies over which it can exercise control, all prepared in accordance with group accounting policies with reference to FRS 102.

The assets, liabilities, costs and revenues of the individual consolidated companies are fully consolidated on a line-by-line basis, regardless of the percentage owned, while the carrying value of consolidated investments held by Geniecare Homes Limited is eliminated against the related share of equity.

All intercompany balances and transactions, including unrealised profits deriving from transactions between

consolidated companies, are eliminated.

Geniecare Homes Ltd has given a parental guarantee pursuant to section 479A of the Companies Act 2006, for its subsidiary companies. The subsidiary companies are therefore exempt from the requirement to have an audit of their financial statements.

Significant judgements and estimates

No significant judgements or estimations have been used in preparing the financial statements.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.