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COMPANY REGISTRATION NUMBER: SC485770

Morningside Manor Limited

Financial Statements

31 August 2025

Morningside Manor Limited

Financial Statements

Year ended 31 August 2025

Contents | Page

Officers and professional advisers | 1

Strategic report | 2

Directors' report | 4

Independent auditor's report to the members | 6

Statement of income and retained earnings | 10

Statement of financial position | 11

Notes to the financial statements | 12

Morningside Manor Limited

Officers and Professional Advisers

The board of directors | Mr Sean Black (Resigned 28 November 2025)
| Mrs Susan Black (Resigned 12 November 2025)
| Mr Andrew Brown (Appointed 28 November 2025)
| Mr James Mackenzie (Appointed 28 November 2025)
| Mr John Flannelly (Appointed 28 November 2025)
| Mr Kenneth Mackenzie (Appointed 28 November 2025)

Company secretary | Target Fund Managers Ltd

Registered office | First Floor
| Glendevon House
| Castle Business Park
| Stirling
| FK9 4TZ

Auditor | Sumer Auditco Limited
| Chartered Accountants & statutory auditor
| 41 Charlotte Square
| Edinburgh
| EH2 4HQ

Morningside Manor Limited

Strategic Report

Year ended 31 August 2025
Business Review For the year under review, the principal activity of the business was as the owner and operator of a care home for the elderly. Morningside Manor was assessed as "very good" for "How well we support people's well being" and "how good is our leadership" within the new Care Inspectorate framework. The other grades maintained at the previous year's level and were not assessed during this period. The home's turnover continued to grow from the previous year, as well as the average fee. Morningside Manor recently was awarded a "top 20" Scotland award and is currently Ranked best home in Edinburgh on the www.carehome.co.uk review rankings. Corporate governance Most recent Care Grades achieved in year to 31 August 2025 are outlined below. Where inspections were not carried out in the year, the latest grades received are provided below:

|  | How well do we support people's wellbeing? | How good is our setting? | How good is our staff team? | How good is our leadership? | How well is care and support planned?
|  |  |  |  | £ | £
| Morningside Manor | 5 | 4 | 5 | 5 | 4

Principal Risks and uncertainties The key risks identified by the directors relate to the following:- Reputational risk - provision of poor levels of care could severely impact on the Lindemann Healthcare brand. The company addresses this risk by regularly monitoring performance to ensure Care Inspectorate grades are kept at a consistently high level. Any minor concerns raised by staff, relatives and residents are fully investigated. Staff Employment - the success of the business relies upon the skills of staff employed. The directors ensure that all staff are trained to appropriate levels. The staffing market is currently a challenge however we have recruited and retained well and continue to develop our retention programme and staff development pathways Health and Safety - the directors ensure that the company complies with Health and Safety regulations. Procedures are in place and these are continually monitored internally, ensuring that the company keeps up to date with any new developments and legislation within the industry. Covid19 - The directors continued to ensure that all staff were trained to the highest standards of infection prevention and control and the company strictly follows government guidelines to keep all residents and staff safe and to mitigate infection control risk as far as possible.
Key Performance Indicators The Directors monitor the company's progress by reference to certain metrics during the year, together with historical data trend set out below:

|  | 2025 | 2024
|  | £ | £
| Turnover | 3,642,968 | 3,411,848
| Gross Profit | 2,175,691 | 2,004,232
| Operating Profit | 1,582,389 | 1,486,900
| Profit before tax | 1,581,472 | 1,486,812

|  | 2025 | 2024
| Occupancy rate - % | 97 | 98
| Wages to turnover ratio - % | 36 | 37

|  | 2025 | 2024
|  | £ | £
| Average weekly fee | 1,699 | 1,621
| EVITDA | 1,748,000 | 1,568,981

* Earnings before interest, tax, depreciation and amortisation. The company is performing well against its KPI's which will continue to allow us to reinvest in the facilities and staff remuneration and training. Capital expenditure is planned to renew floor coverings and upgrade some M&E items to ensure the care home is environmentally friendly and economical going forward.
Future Outlook Subsequent to the year end, the company transferred the operations and staff of the care home property to Morningside Manor Ops Ltd. The company was acquired by THR Number 43 plc and retained the care home property as an investment property. The company subsequently granted a lease over the care home property for a period of 35 years, with no break options and annual upwards only rent reviews linked to RPI. The nature of the company therefore changed from that of owning and operating a care home, to a company which owns a property leased by way of operating lease to a third party. Following the acquisition of the company by THR Number 43 plc, the company is a property holding company which is part of a larger group with no borrowing held directly by the company and limited expenses. Even if the value of the property or the level of rental income received from the property were to fall significantly, this would not be expected to result in the company being unable to pay its liabilities as they fall due over a period of twelve months from the date of these financial statements.
This report was approved by the board of directors on 13 May 2026 and signed on behalf of the board by:

Mr James Mackenzie
Director

Morningside Manor Limited

Directors' Report

Year ended 31 August 2025
The directors present their report and the financial statements of the company for the year ended 31 August 2025 .
Directors
The directors who served the company during the year were as follows:

Mr Sean Black |
Mrs Susan Black |

Sean Black resigned on 28 November 2025 and Susan Black resigned on 12 November 2025. The following directors were appointed after the year end: Andrew Brown (appointed 28 November 2025 ) John Flannelly (appointed 28 November 2025) James Mackenzie (appointed 28 November 2025 ) Kenneth Mackenzie (appointed 28 November 2025)
Dividends
Particulars of recommended dividends are detailed in note 11 to the financial statements.
Events after the end of the reporting period
Particulars of events after the reporting date are detailed in note 23 to the financial statements.
Disclosure of information in the strategic report
The company has chosen to disclose information required by Schedule 7 of the Large & Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013.
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 13 May 2026 and signed on behalf of the board by:

Mr James Mackenzie
Director

Morningside Manor Limited

Independent Auditor's Report to the Members of Morningside Manor Limited

Year ended 31 August 2025
Opinion
We have audited the financial statements of Morningside Manor Limited (the 'company') for the year ended 31 August 2025 which comprise the statement of income and retained earnings, statement of financial position and the related notes, 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 FRS 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 31 August 2025 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with relevant 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: We identified the laws and regulations applicable to the Company through discussions with management. We focused on specific laws and regulations which may have a direct material effect on the financial statements or the operations of the company, including the Social Care (Self-directed Support) (Scotland) Act 2013; Adult Support and Protection (Scotland) Act 2007; and Adults with Incapacity (Scotland) Act 2000; employment law and health and safety legislation. We assessed the extent of compliance with the laws and regulations identified above by inspecting any legal correspondence and any correspondence from regulators and making enquiries of management. We specifically assessed the publicly available reports published by The Care Inspectorate consequent to their regular periodic inspections of the care home and its compliance with industry standards and requirements. We assessed the susceptibility of the financial statements to material misstatement, including an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud - 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 movements - assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias - reviewed for journal entries to identify any unusual transactions - identified related parties In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - setting a level of materiality at the planning stage including the basis for determining this - agreeing financial statement disclosures to supporting documentation - enquiring of management as to any actual or potential litigation and claims - reviewing correspondence from regulators 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 auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Greg Stapley
(Senior Statutory Auditor)

For and on behalf of
Sumer Auditco Limited
Chartered Accountants & statutory auditor
41 Charlotte Square
Edinburgh
EH2 4HQ

13 May 2026

Morningside Manor Limited

Statement of Income and Retained Earnings

Year ended 31 August 2025

| 2025 | 2024
Note | £ | £
Turnover | 4 | 3,642,968 | 3,411,848

Cost of sales | 1,467,277 | 1,407,616
| ------------ | ------------
Gross profit | 2,175,691 | 2,004,232

Administrative expenses | 607,626 | 535,810
Other operating income | 5 | 14,324 | 18,478
|  | ------------ | ------------
Operating profit | 6 | 1,582,389 | 1,486,900

Interest payable and similar expenses | 9 | 917 | 88
| ------------ | ------------
Profit before taxation | 1,581,472 | 1,486,812

Tax on profit | 10 | 413,266 | 387,744
| ------------ | ------------
Profit for the financial year and total comprehensive income | 1,168,206 | 1,099,068
| ------------ | ------------

Dividends paid and payable | 11 | ( 1,260,000) | –

Retained earnings at the start of the year | 5,406,404 | 4,307,336
| ------------ | ------------
Retained earnings at the end of the year | 5,314,610 | 5,406,404
| ------------ | ------------

All the activities of the company are from continuing operations.
The amounts to 31st August were from operations that were discontinued post year end on 28 November 2025.

Morningside Manor Limited

Statement of Financial Position

31 August 2025

| 2025 | 2024
Note | £ | £ | £

Fixed assets

Intangible assets | 12 |  | 8,748 | 21,240
Tangible assets | 13 |  | 4,919,728 | 5,034,206
|  | ------------ | ------------
|  | 4,928,476 | 5,055,446

Current assets

Stocks | 14 | 3,000 |  | 3,000
Debtors | 15 | 716,141 |  | 684,380
Cash at bank and in hand | 275,934 |  | 261,914
| --------- |  | ---------
| 995,075 |  | 949,294

Creditors: amounts falling due within one year | 16 | 493,120 |  | 478,095
| --------- |  | ---------
Net current assets |  | 501,955 | 471,199
|  | ------------ | ------------
Total assets less current liabilities |  | 5,430,431 | 5,526,645

Provisions

Taxation including deferred tax | 17 |  | 115,820 | 120,240
|  | ------------ | ------------
Net assets |  | 5,314,611 | 5,406,405
|  | ------------ | ------------

Capital and reserves

Called up share capital | 21 |  | 1 | 1
Profit and loss account |  | 5,314,610 | 5,406,404
|  | ------------ | ------------
Shareholders funds |  | 5,314,611 | 5,406,405
|  | ------------ | ------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 13 May 2026 , and are signed on behalf of the board by:

Mr James Mackenzie
Director

Company registration number: SC485770

Morningside Manor Limited

Notes to the Financial Statements

Year ended 31 August 2025
1. General information
Morningside Manor Ltd is a private company limited by shares, registered and incorporated in Scotland ( SC485770 ). The address of the registered office is First Floor Glendevon House, Castle Business Park, Stirling, FK9 4TZ. The place of business is 41a Balcarres Street, Morningside, Edinburgh, EH10 5JG. The principal activity of the company during the year was proprietors and operators of care homes for the elderly.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and in accordance with the Companies Act.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis and relate to the individual entity only. The financial statements are prepared in sterling, which is the functional currency of the entity and are rounded to the nearest pound.
Group relief
It is group policy to surrender tax losses without payment.
Distributions to shareholders
Dividends and other distributions to shareholders are recognised as a liability in the financial statements in the period in which the dividends are paid. These amounts are recognised in the statement of changes in equity.
Disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 : (a) The requirements of Section 7 Statement of Cashflows. (b) Disclosures in respect of financial instruments have not been presented. This information is included within the consolidated financial statements of TDI Care Holdings Ltd, a company registered in Scotland (SC827038) which can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The directors have made the following estimates in the process of applying the entity's accounting policies:- - depreciation - residual value and useful economic life - amortisation - useful economic life The carrying amounts of assets to which the estimation has been applied are: Tangible assets: £4,919,728. Intangible assets: £8,748
Revenue recognition
Turnover represents amounts chargeable in respect of the provision of nursing services and residential care. Revenue from contracts for the provision of care services is recognised by reference to the number of days of care provided.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses.
Amortisation
Amortisation is calculated so as to write off the cost of an asset over the useful economic life of that asset as follows:

| Care Package | - | 20% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

| Buildings | - | 2% straight line
| Plant and machinery | - | 25% reducing balance
| Fixtures and fittings | - | 25% reducing balance
| Office equipment | - | 25% reducing balance

| Crockery and linen | - | 10% reducing balance

Land - 0% Integral Features - 4% straight line (plant & machinery contained within the fabric of the building)
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Stocks
Stock is valued on a first in first out basis.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset.
Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments. Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are all subsequently carried at amortised cost using the effective interest method. Financial liabilities are classified according to the substance of the contractual arrangements entered into. 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 entity after deducting all of its financial liabilities. Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. Cash and bank in hand includes cash and short term highly liquid investments. Creditors are recognised where the company has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors are normally recognised at their settlement amount after allowing for any trade discounts due.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
4. Turnover
Turnover arises from:

| 2025 | 2024
| £ | £
Fees | 3,619,578 | 3,386,784
Residents sundries | 23,390 | 25,064
| ------------ | ------------
| 3,642,968 | 3,411,848
| ------------ | ------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5. Other operating income

| 2025 | 2024
| £ | £
Government grant income | 13,824 | 18,478
Other operating income | 500 | –
| -------- | --------
| 14,324 | 18,478
| -------- | --------

6. Operating profit
Operating profit or loss is stated after charging/crediting:

| 2025 | 2024
| £ | £
Amortisation of intangible assets | 12,492 | 12,492
Depreciation of tangible assets | 153,121 | 157,860
Gains on disposal of tangible assets | – | ( 88,271)
Fees payable for the audit of the financial statements | 10,000 | 6,000
| --------- | ---------

7. Staff costs
The average number of persons employed by the company during the year, including the directors, amounted to:

| 2025 | 2024
| No. | No.
Administrative staff | 1 | 1
Management staff | 4 | 4
Nursing care & support staff | 46 | 49
| ---- | ----
| 51 | 54
| ---- | ----

The aggregate payroll costs incurred during the year, relating to the above, were:

| 2025 | 2024
| £ | £
Wages and salaries | 1,338,588 | 1,290,902
Social security costs | 132,702 | 117,277
Other pension costs | 30,309 | 27,928
| ------------ | ------------
| 1,501,599 | 1,436,107
| ------------ | ------------

8. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:

| 2025 | 2024
| £ | £
Remuneration | 75,209 | 78,474
Company contributions to defined contribution pension plans | – | 340
| -------- | --------
| 75,209 | 78,814
| -------- | --------

The number of directors who accrued benefits under company pension plans was as follows:

| 2025 | 2024
| No. | No.
Defined contribution plans | – | 2
| ---- | ----

9. Interest payable and similar expenses

| 2025 | 2024
| £ | £
Other interest payable and similar charges | 917 | 88
| ---- | ----

10. Tax on profit
Major components of tax expense

| 2025 | 2024
| £ | £

Current tax:

UK current tax expense | 417,624 | 385,898
Adjustments in respect of prior periods | 62 | ( 34)
| --------- | ---------
Total current tax | 417,686 | 385,864
| --------- | ---------

Deferred tax:

Origination and reversal of timing differences | ( 4,420) | 1,880
| --------- | ---------
Tax on profit | 413,266 | 387,744
| --------- | ---------

Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

| 2025 | 2024
| £ | £
Profit on ordinary activities before taxation | 1,581,472 | 1,486,812
| ------------ | ------------
Profit on ordinary activities by rate of tax | 395,368 | 371,703
Adjustment to tax charge in respect of prior periods | 62 | ( 34)
Effect of expenses not deductible for tax purposes | 569 | 849
Effect of capital allowances and depreciation | 20,723 | ( 495)
Effect of revenue exempt from tax | ( 3,456) | ( 3,455)
Other tax adjustment to increase tax liability | – | 19,176
| ------------ | ------------
Tax on profit | 413,266 | 387,744
| ------------ | ------------

11. Dividends

| 2025 | 2024
| £ | £
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year ) | 1,260,000 | –
| ------------ | ----

12. Intangible assets

| Care Home Package
| £
Cost |
At 1 September 2024 and 31 August 2025 | 62,460
| --------
Amortisation |
At 1 September 2024 | 41,220
Charge for the year | 12,492
| --------
At 31 August 2025 | 53,712
| --------
Carrying amount |
At 31 August 2025 | 8,748
| --------
At 31 August 2024 | 21,240
| --------

All intangible assets were externally acquired. Amortisation is included in the statement of income and retained earnings under administrative expenses.
13. Tangible assets

| Freehold Land and Buildings | Plant and machinery | Fixtures and fittings | Office equipment | Crockery & linen | Total
| £ | £ | £ | £ | £ | £
Cost |  |  |  |  |  |
At 1 Sep 2024 | 5,617,909 | 247,619 | 304,495 | 18,384 | 9,690 | 6,198,097
Additions | – | 2,522 | 30,635 | 5,486 | – | 38,643
| ------------ | --------- | --------- | -------- | ------- | ------------
At 31 Aug 2025 | 5,617,909 | 250,141 | 335,130 | 23,870 | 9,690 | 6,236,740
| ------------ | --------- | --------- | -------- | ------- | ------------
Depreciation |  |  |  |  |  |
At 1 Sep 2024 | 719,760 | 203,139 | 221,545 | 14,521 | 4,926 | 1,163,891
Charge for the year | 110,160 | 11,751 | 28,397 | 2,337 | 476 | 153,121
| ------------ | --------- | --------- | -------- | ------- | ------------
At 31 Aug 2025 | 829,920 | 214,890 | 249,942 | 16,858 | 5,402 | 1,317,012
| ------------ | --------- | --------- | -------- | ------- | ------------
Carrying amount |  |  |  |  |  |
At 31 Aug 2025 | 4,787,989 | 35,251 | 85,188 | 7,012 | 4,288 | 4,919,728
| ------------ | --------- | --------- | -------- | ------- | ------------
At 31 Aug 2024 | 4,898,149 | 44,480 | 82,950 | 3,863 | 4,764 | 5,034,206
| ------------ | --------- | --------- | -------- | ------- | ------------

The carrying amount of tangible fixed assets pledged as security for liabilities is £4,787,989 (2024 £4,898,149).
14. Stocks

| 2025 | 2024
| £ | £
Raw materials and consumables | 3,000 | 3,000
| ------- | -------

15. Debtors

| 2025 | 2024
| £ | £
Trade debtors | 47,456 | 26,535
Amounts owed by group undertakings | 648,319 | 634,673
Prepayments and accrued income | 19,162 | 21,019
Other debtors | 1,204 | 2,153
| --------- | ---------
| 716,141 | 684,380
| --------- | ---------

16. Creditors: amounts falling due within one year

| 2025 | 2024
| £ | £
Trade creditors | 10,161 | 23,212
Amounts owed to group undertakings | – | 313
Accruals and deferred income | 168,541 | 190,776
Corporation tax | 224,675 | 227,166
Social security and other taxes | 35,836 | 28,088
Director loan accounts | 585 | 100
Other creditors | 53,322 | 8,440
| --------- | ---------
| 493,120 | 478,095
| --------- | ---------

HSBC Bank plc hold a standard security over the property at 41a Balcarres Street, as included in fixed assets. HSBC plc hold a bond and floating charge over all assets of the company covering all sums due. The standard security was released by HSBC following the sale of the company to THR Number 43 plc (see note 22 and note 23).
17. Provisions

| Deferred tax (note 18)
| £
At 1 September 2024 | 120,240
Unused amounts reversed | ( 4,420)
| ---------
At 31 August 2025 | 115,820
| ---------

18. Deferred tax
The deferred tax included in the statement of financial position is as follows:

| 2025 | 2024
| £ | £
Included in provisions (note 17) | 115,820 | 120,240
| --------- | ---------

The deferred tax account consists of the tax effect of timing differences in respect of:

| 2025 | 2024
| £ | £
Accelerated capital allowances | 115,820 | 120,240
| --------- | ---------

Deferred tax is expected to reverse in the following period as the monetary value of depreciation of existing assets exceeds purchases of new assets.
19. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 30,309 (2024: £ 27,928 ).
20. Government grants
The amounts recognised in the financial statements for government grants are as follows:

| 2025 | 2024
| £ | £

Recognised in creditors:

Deferred government grants due within one year | 12,743 | 26,567
| -------- | --------

Recognised in other operating income:

Government grants recognised directly in income | 13,824 | 18,478
| -------- | --------

Government Grants recognised directly in income relate to the release of amounts received by way of sustainability claims released over the life of the asset.
21. Called up share capital
Issued, called up and fully paid

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £ 1 each | 1 | 1 | 1 | 1
| ---- | ---- | ---- | ----

22. Contingent liabilities
The company is party to a group intercompany guarantee in respect of bank loans amounting to £nil (2024 £1.02m). The group debts are secured by standard fixed charges over the properties Thorburn Manor, Lorimer House and Morningside Manor. HSBC Bank Plc hold a floating charge over Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd. A share pledge has been given by Lindemann Properties Ltd over the shares of all of the subsidiaries. Cross company guarantees exist between Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd. The group held cash reserves at the year end amounting to £4.5m (2024 £4.2m) with the lending bank. These guarantees were released after the year end following the sale of the company.
23. Events after the end of the reporting period
On 27 November 2025, the company transferred the operations and staff of the care home property to Morningside Manor Ops Ltd. The company subsequently granted a lease over the care home property for a period of 35 years, with no break options and annual upwards only rent reviews linked to RPI. The nature of the company therefore changed from that of owning and operating a care home, to a company which owns a property leased by way of operating lease to a third party. On 28 November 2025, the company was acquired by THR Number 43 plc and retained the care home property as an investment property.
24. Related party transactions
The company has taken advantage of the exemption under FRS102 Section 33 from the requirement to disclose information on transactions with entities which are wholly owned subsidiaries, on the basis that consolidated group financial statements are publicly available. One of the directors was also a director and controlling shareholder of another company outwith the group. During the year this company raised invoices totalling £20,800 to Morningside Manor Ltd (2024 £nil).
25. Controlling party
At the year end, the immediate parent company was Lindemann Properties Limited (SC155229), the ultimate parent company was Lindemann Care Home Group Limited (SC827025) and the ultimate controlling party was Sean Black. The registered office address for both companies is 41 Charlotte Square, Edinburgh, EH2 4HQ. Consolidated accounts for Lindemann Care Home Group Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ. Subsequent to the sale by Lindemann Care Home Group Limited of the entire issued share capital of in TDI Care Holdings Limited (SC827038) (the parent company of Lindemann Properties Limited), to THR Number 43 plc (13680438) on 28 November 2025, the ultimate controlling party of the company became Target Healthcare REIT plc (1190238). Consolidated accounts for Target Healthcare REIT plc are available from Companies House, Crown Way, Cardiff, CF14 3UZ.