REGISTERED NUMBER: 03978762 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 September 2025

for

St Vincent Care Homes Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

17

DIRECTORS:

Ms N L Canbek

Mrs C F Downs

C F Downs

Mrs C L Shann

R A Shann

SECRETARY:

Ms N L Canbek

REGISTERED OFFICE:

The Loft

St Vincent House

Forton Road

Gosport

Hampshire

PO12 4TH

REGISTERED NUMBER:

03978762 (England and Wales)

AUDITORS:

Menzies LLP

Chartered Accountants &

Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX

BANKERS:

Nat West Bank plc

Commercial Road Branch

Portsmouth

Hampshire

PO1 1ES

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

REVIEW OF BUSINESS

Occupancy rates continued to be an issue in the homes, particularly in Magnolia House. The average occupancy fell once more to 94.3 from 96.5 over the year. However the last 6 months averaged 96.3 and the last three months averaged 97.8. The average fee achieved in the year was £1,232.60 compared with £1,115.82 in the previous 18 month period, an increase of 10.5%. We have reduced the number of rooms available from 112 to 110 as we continue our aim of providing higher quality rooms for higher fees.

Our overall wage cost reduced to 70.4% of fees from 72.6%, despite an increase in National Insurance to 6.0% of fees compared with 4.6%. This increase reflects only 6 months of the changes instigated by the government in April 2025 and is expected to be in excess of 7.2% in the next financial year.

The sale of the two Isle of Wight homes in January 2026 will have a big effect on the overall profitability of the group, but profit, after reduction in interest charges achieved by paying off more than half of the loans is expected to remain at acceptable levels.

The Operating Profit this year is reported as a Loss of £561,516 but when adjusting for the one-off impairment review is actually a Profit of £422,683. This is an increase when compared with £321,033 (equivalent to £214,022 for a 12 month period) in the previous 18 months and is expected to return to around £240,000 after the sale of the two homes.

The net cash held by the business at the year end was £733,424 (2024 - £324,336) reflecting the improvement in profit, but also benefitting from the agreement for a one year interest only agreement with our bankers. The sale of the two homes on the Isle of Wight are expected to further improve the net cash position.

Staffing

We have achieved our targeted reduction in agency costs to below £12,000 per month, averaging £11,241 per month over the year (£19,976 per month in the previous 18 months). The two remaining homes have historically been much easier to staff than the two homes that have now been sold, so agency costs are expected to reduce to less than £4,000 per month.

PRINCIPAL RISKS AND UNCERTAINTIES

Interest rates continue to be a risk but the continued slow reduction in the base rate combined with the significant reduction in our bank loans now that the isle of Wight homes have been sold has reduced the risk considerably.

Inflation in our industry will remain significant (food, insurance and energy) with our wage costs being by far our biggest expense. The National Minimum Wage increase in April will require a further 7% increase in our fees in April with Local Authorities already suggesting much lower figures than this. This will be a continuing risk that we are combatting by raising the standards in our homes in the expectation of attracting more private fee payers, but this is a very difficult market at present.

ON BEHALF OF THE BOARD:

Ms N L Canbek - Secretary

13 May 2026

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of residential care homes.

DIVIDENDS

Interim dividends per share were paid as follows:

0.1090

- 22 October 2024

0.1090

- 20 November 2024

0.1090

- 20 December 2025

0.1090

- 16 January 2025

0.1090

- 18 February 2025

0.1090

- 6 March 2025

0.1090

- 28 March 2025

0.1090

- 28 April 2025

0.1090

- 23 May 2025

0.1090

- 20 June 2025

0.1090

- 29 July 2025

0.1090

- 21 August 2025

0.1090

- 16 September 2025

1.4170

The directors recommend that no final dividend be paid.

The total distribution of dividends for the period ended 30 September 2025 will be £70,850.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report.

Ms N L Canbek

Mrs C F Downs

C F Downs

Mrs C L Shann

R A Shann

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Ms N L Canbek - Secretary

13 May 2026

Opinion

We have audited the financial statements of St Vincent Care Homes Limited (the 'company') for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 30 September 2025 and of its loss 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 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.

Going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

Irregularities, including fraud, are instances of non compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, and general regulations such as health and safety. There are industry specific laws and regulations, the Care Quality Commission (CQC) regulations, which would be deemed to have a significant impact on the financial statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and

detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override

of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgments made by management in its significant accounting estimates;

and

- Identifying and testing journal entries, in particular any journal entries posted with unusual account

combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

- Posting of unusual journals and complex transactions.

- Misappropriation of funds through fraudulent purchase ledger and payroll activity

- Manipulation of amounts subject to significant judgment or estimate.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Andrew Galliers FCA (Senior Statutory Auditor)

for and on behalf of Menzies LLP

Chartered Accountants &

Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX

14 May 2026

TURNOVER

6,164,588

8,354,762

Cost of sales

4,663,761

6,594,563

GROSS PROFIT

1,500,827

1,760,199

Admin expenses (including an exceptional impairment cost of £984,200 in the current year)

2,103,049

1,464,260

(602,222

)

295,939

Other operating income

40,706

25,094

OPERATING (LOSS)/PROFIT

4

(561,516

)

321,033

Interest receivable and similar income

483

394

(561,033

)

321,427

Interest payable and similar expenses

5

141,841

241,371

(LOSS)/PROFIT BEFORE TAXATION

(702,874

)

80,056

Tax on (loss)/profit

6

80,680

34,130

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(783,554

)

45,926

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(783,554

)

45,926

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

4,392,599

5,470,366

4,392,599

5,470,366

CURRENT ASSETS

Stocks

10

7,950

7,950

Debtors

11

53,129

129,187

Cash at bank and in hand

733,424

324,336

794,503

461,473

CREDITORS

Amounts falling due within one year

12

3,439,337

3,009,555

NET CURRENT LIABILITIES

(2,644,834

)

(2,548,082

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,747,765

2,922,284

CREDITORS

Amounts falling due after more than one year

13

-

(313,000

)

PROVISIONS FOR LIABILITIES

17

(64,698

)

(71,813

)

NET ASSETS

1,683,067

2,537,471

CAPITAL AND RESERVES

Called up share capital

18

50,000

50,000

Revaluation reserve

19

1,625,495

1,543,561

Capital redemption reserve

19

236,950

236,950

Retained earnings

19

(229,378

)

706,960

SHAREHOLDERS' FUNDS

1,683,067

2,537,471

The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2026 and were signed on its behalf by:

Mrs C L Shann - Director

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

50,000

736,621

1,564,574

236,950

2,588,145

Changes in equity

Dividends

-

(96,600

)

-

-

(96,600

)

Total comprehensive income

-

66,939

(21,013

)

-

45,926

Balance at 30 September 2024

50,000

706,960

1,543,561

236,950

2,537,471

Changes in equity

Dividends

-

(70,850

)

-

-

(70,850

)

Total comprehensive income

-

(865,488

)

81,934

-

(783,554

)

Balance at 30 September 2025

50,000

(229,378

)

1,625,495

236,950

1,683,067

Cash flows from operating activities

Cash generated from operations

1

680,338

533,136

Interest paid

(141,841

)

(241,371

)

Tax paid

(43,178

)

(23,304

)

Taxation refund

-

785

Net cash from operating activities

495,319

269,246

Cash flows from investing activities

Purchase of tangible fixed assets

-

(17,542

)

Interest received

483

394

Net cash from investing activities

483

(17,148

)

Cash flows from financing activities

Loan repayments in year

-

(2,140,623

)

New loans in year

-

2,033,457

Amount introduced by directors

-

15,000

Amount withdrawn by directors

(15,864

)

(864

)

Equity dividends paid

(70,850

)

(96,600

)

Net cash from financing activities

(86,714

)

(189,630

)

Increase in cash and cash equivalents

409,088

62,468

Cash and cash equivalents at beginning of year

2

324,336

261,868

Cash and cash equivalents at end of year

2

733,424

324,336

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.4.23

Year Ended

to

30.9.25

30.9.24

£

£

(Loss)/profit before taxation

(702,874

)

80,056

Depreciation charges

93,566

149,220

Impairment of fixed assets

984,200

-

Finance costs

141,841

241,371

Finance income

(483

)

(394

)

516,250

470,253

Decrease/(increase) in trade and other debtors

76,751

(17,178

)

Increase in trade and other creditors

87,337

80,061

Cash generated from operations

680,338

533,136

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 30 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

733,424

324,336

Period ended 30 September 2024

30.9.24

1.4.23

£

£

Cash and cash equivalents

324,336

261,868

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.10.24

Cash flow

changes

At 30.9.25

£

£

£

£

Net cash

Cash at bank

and in hand

324,336

409,088

733,424

324,336

409,088

733,424

Debt

Debts falling due

within 1 year

(2,033,457

)

-

(313,000

)

(2,346,457

)

Debts falling due

after 1 year

(313,000

)

-

313,000

-

(2,346,457

)

-

-

(2,346,457

)

Total

(2,022,121

)

409,088

-

(1,613,033

)

1.	STATUTORY INFORMATION

St Vincent Care 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 Company Information page.

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 as modified by the revaluation of certain assets.

Turnover

Turnover represents fees charged to privately funded residents and fees received from Local Authorities, NHS trusts and other publically funded bodies.

Goodwill

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Goodwill

- over 10 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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost of buildings

Short leasehold

-

33% on cost

Improvements to property

-

2% on cost

Fixtures & fittings

-

10% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

Period

1.4.23

Year Ended

to

30.9.25

30.9.24

£

£

Wages and salaries

3,935,908

5,458,930

Social security costs

393,848

409,704

Other pension costs

74,589

95,776

4,404,345

5,964,410

The average number of employees during the year was as follows:

Period

1.4.23

Year Ended

to

30.9.25

30.9.24

Production and administrative staff

192

193

Directors

5

5

197

198

Period

1.4.23

Year Ended

to

30.9.25

30.9.24

£

£

Directors' remuneration

192,287

256,221

Directors' pension contributions to money purchase schemes

3,912

5,442

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

3

4.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

Period

1.4.23

Year Ended

to

30.9.25

30.9.24

£

£

Hire of plant and machinery

960

1,985

Depreciation - owned assets

93,567

149,219

Auditors' remuneration

18,000

26,100