Lindemann Care Home Group Ltd Group accounts (Group and Company)

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

COMPANY REGISTRATION NUMBER: SC827025

Lindemann Care Home Group Ltd

Financial Statements

31 August 2025

Lindemann Care Home Group Ltd

Financial Statements

Period from 25 October 2024 to 31 August 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Director's report	5

Independent auditor's report to the members	7

Consolidated statement of comprehensive income	11

Consolidated statement of financial position	12

Company statement of financial position	13

Consolidated statement of changes in equity	14

Company statement of changes in equity	15

Consolidated statement of cash flows	16

Notes to the financial statements	17

Lindemann Care Home Group Ltd

Officers and Professional Advisers

Director	Mr Sean Black

Registered office	41 Charlotte Square
	Edinburgh
	EH2 4HQ

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

Lindemann Care Home Group Ltd

Strategic Report

Period from 25 October 2024 to 31 August 2025

Business Review Lorimer House Has performed well with objectives set however the home was not inspected in the inspection year which is disappointing that they did not receive the deserved recognition. The home has continued to have high occupancy for the year. The home's EBITDA continued to grow from the previous year and the average fee has increased. Lorimer House is currently Ranked 5th best home in Edinburgh on the www.carehome.co.uk review rankings and it won a Top 20 Scotland award for the review year. Thorburn Manor, was assessed as "Very good" in all categories for of Care Inspectorate framework. The home maintains a healthy local interest when vacancies arise and has continued to achieve a high occupancy level throughout the year. The home's EBITDA continued to grow from the previous year and the average fee has increased. Thorburn Manor is currently Ranked 7th best home in Edinburgh on the www.carehome.co.uk review rankings. Canal View - 8 flats have sold and the company has now been dissolved. Cherryholme House - we are exploring options for the site currently. 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 were awarded a "top 20" Scotland award and is currently Ranked best home in Edinburgh on the www.carehome.co.uk review rankings. The Lindemann Group has been awarded a top 20 in UK small group category in the carehome.co.uk rankings. Corporate Governance Most recent Care Grades achieved in year to 31 August 2025. Where inspections not carried out in the year, the last grades received are provided below:

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 group complies with Health and Safety regulations. Procedures are in place and these are continually monitored internally, ensuring that the group keeps up to date with any new developments and legislation within the industry. Covid19 - The directors continue to ensure that all staff are trained to the highest standards of infection prevention and control and all group companies strictly follow government guidelines to keep all residents and staff safe and, to date, use our best endeavours to mitigate the risk as much as possible. The vaccination programme has aided a return to a more positive outlook with a continued demand for placements. We have found recruitment difficult throughout the pandemic and we are developing attractive conditions and development opportunities to attract "the best people to provide the best care" Brexit - the group is reliant upon good quality labour and any shortages in this supply could make recruitment more difficult to source, possibly leading to the requirement for wage increases. Future Outlook Our service delivery across all the homes continues to improve against the new national care standards and framework introduced by the government. Lindemann continues to build positive habits to embed our vision and values philosophy. Regular engagement has been introduced for frameworks of activities, nutrition, care planning, Human resources and training and development. Staff development has been greatly invested in with our key objective to build a coaching culture throughout the leadership team. At supervisory level an increased development of their mentorship training throughout each home is starting to see further benefits. We have invested heavily in Mental health and well being for our team as well as plan to enhance our emotional intelligence to provide even better support for our staff. Further investment has been made in emotional intelligence and there are plans to expand training to enhance customer experience and behavioural cultures. The company is expanding its digital platform in reaction to changes identified in care planning associated to Covid -19. Recruitment remains challenging, however the directors have reviewed the remuneration packages on offer as well as investing in the learning and development of staff to ensure increased retention. A banding framework has been introduced to incentivise and develop the team. The UK Employers National Insurance Increases will be challenging and will increase the company payroll significantly. The company has adapted our fee structure and responded well by continuing to offer best value. The Group financial projections have improved. The Lindemann vision and strategy model is well placed to continue service to its usual high standards.

Key Performance Indicators The Directors monitor the company's progress by reference to certain metrics during the period.

		2025
		£
	Turnover	8,184,021
	Gross Profit	5,002,812
	Operating Profit	3,025,237
	Profit before tax	2,942,808
	EBITDA *	3,975,919

* Earnings before interest, tax, depreciation and amortisation. The Group is performing well against its KPI's which will continue to allow us to reinvest in the facilities and staff remuneration and training.

This report was approved by the board of directors on 29 May 2026 and signed on behalf of the board by:

Mr Sean Black
Director

Lindemann Care Home Group Ltd

Director's Report

Period from 25 October 2024 to 31 August 2025

The director presents his report and the financial statements of the group for the period ended 31 August 2025 .

Incorporation

The company was formed on 25 October 2024 as Teaghlach Dubh Investments (TDI) Ltd. Between 19 August 2025 and 6 October 2025 the company was named Lindemann Care Home Services Ltd . The company changed its name to Lindemann Care Home Group Ltd on 6 October 2025 .

Director

The director who served the company during the period was as follows:

Mr Sean Black	(Appointed 25 October 2024)

Dividends

Particulars of recommended dividends are detailed in note 13 to the financial statements.

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 30 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.

Director's responsibilities statement

The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial period. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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. He is 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 group and 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 group and 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 29 May 2026 and signed on behalf of the board by:

Mr Sean Black
Director

Lindemann Care Home Group Ltd

Independent Auditor's Report to the Members of Lindemann Care Home Group Ltd

Period from 25 October 2024 to 31 August 2025

Opinion

We have audited the financial statements of Lindemann Care Home Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 August 2025 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows 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 group's and of the parent company's affairs as at 31 August 2025 and of the group's profit for the period 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is 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 director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of the director

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 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

29 May 2026

Lindemann Care Home Group Ltd

Consolidated Statement of Comprehensive Income

Period from 25 October 2024 to 31 August 2025

		Period from
		25 Oct 24 to
		31 Aug 25
Note		£
Turnover	4	8,184,021

Cost of sales	3,181,209
	------------
Gross profit	5,002,812

Administrative expenses		2,018,845
Other operating income	5	41,270
		------------
Operating profit	6	3,025,237

Other interest receivable and similar income	10	63,896
Interest payable and similar expenses	11	146,325
		------------
Profit before taxation		2,942,808

Tax on profit	12	939,557
		------------
Profit for the financial period and total comprehensive income		2,003,251
		------------

All the activities of the group are from continuing operations.

Lindemann Care Home Group Ltd

Consolidated Statement of Financial Position

31 August 2025

	31 Aug 25
Note	£

Fixed assets

Intangible assets	14	6,567,080
Tangible assets	15	32,806,545
		-------------
		39,373,625

Current assets

Stocks	17	9,000
Debtors	18	170,102
Cash at bank and in hand		4,519,333
		------------
		4,698,435

Creditors: amounts falling due within one year	19	41,876,724
		-------------
Net current liabilities		37,178,289
		-------------
Total assets less current liabilities		2,195,336

Provisions	20	296,885
		------------
Net assets		1,898,451
		------------

Capital and reserves

Called up share capital	25	200
Profit and loss account	26	1,898,251
		------------
Shareholders funds		1,898,451
		------------

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 29 May 2026 , and are signed on behalf of the board by:

Mr Sean Black
Director

Company registration number: SC827025

Lindemann Care Home Group Ltd

Company Statement of Financial Position

31 August 2025

	31 Aug 25
Note	£

Fixed assets

Investments	16	1,000,105

Current assets

Debtors	18	32,747
Cash at bank and in hand		1,147
		--------
		33,894

Creditors: amounts falling due within one year	19	1,020,105
		------------
Net current liabilities		986,211
		------------
Total assets less current liabilities		13,894
		--------
Net assets		13,894
		--------

Capital and reserves

Called up share capital	25	200
Profit and loss account	26	13,694
		--------
Shareholders funds		13,894
		--------

The profit for the financial period of the parent company was £ 118,694 .

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 29 May 2026 , and are signed on behalf of the board by:

Mr Sean Black
Director

Company registration number: SC827025

Lindemann Care Home Group Ltd

Consolidated Statement of Changes in Equity

Period from 25 October 2024 to 31 August 2025

		Called up share capital	Profit and loss account	Total
		£	£	£
At 25 October 2024		–	–	–

Profit for the period			2,003,251	2,003,251
		----	------------	------------
Total comprehensive income for the period		–	2,003,251	2,003,251

Issue of shares		200	–	200
Dividends paid and payable	13	–	( 105,000)	( 105,000)
		----	---------	---------
Total investments by and distributions to owners		200	( 105,000)	( 104,800)

		----	------------	------------
At 31 August 2025		200	1,898,251	1,898,451
		----	------------	------------

Lindemann Care Home Group Ltd

Company Statement of Changes in Equity

Period from 25 October 2024 to 31 August 2025

		Called up share capital	Profit and loss account	Total
		£	£	£
At 25 October 2024		–	–	–

Profit for the period			118,694	118,694
		----	---------	---------
Total comprehensive income for the period		–	118,694	118,694

Issue of shares		200	–	200
Dividends paid and payable	13	–	( 105,000)	( 105,000)
		----	---------	---------
Total investments by and distributions to owners		200	( 105,000)	( 104,800)

		----	---------	---------
At 31 August 2025		200	13,694	13,894
		----	---------	---------

Lindemann Care Home Group Ltd

Consolidated Statement of Cash Flows

Period from 25 October 2024 to 31 August 2025

	31 Aug 25
	£

Cash flows from operating activities

Profit for the financial period	2,003,251

Adjustments for:
Depreciation of tangible assets	325,389
Amortisation of intangible assets	625,293
Government grant income	( 40,214)
Other interest receivable and similar income	( 63,896)
Interest payable and similar expenses	146,325
Tax on profit	939,557
Accrued expenses	456,085
Other operating cash flow adjustment	1,659

Changes in:
Stocks	( 9,000)
Trade and other debtors	( 170,102)
Trade and other creditors	1,243,881
	------------
Cash generated from operations	5,458,228

Interest paid	( 146,325)
Interest received	63,896
Tax paid	( 335,620)
	------------
Net cash from operating activities	5,040,179
	------------

Cash flows from investing activities

Purchase of tangible assets	( 2,928,067)
Acquisition of subsidiaries	( 37,405,701)
Proceeds from sale of subsidiaries	1
Deferred tax on acquisition re capital allowances	304,685
	-------------
Net cash used in investing activities	( 40,029,082)
	-------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	200
Proceeds from borrowings	39,535,917
Repayments of borrowings	77,119
Dividends paid	( 105,000)
	-------------
Net cash from financing activities	39,508,236
	-------------

Net increase in cash and cash equivalents	4,519,333
Cash and cash equivalents at beginning of period	–
	------------
Cash and cash equivalents at end of period	4,519,333
	------------

Lindemann Care Home Group Ltd

Notes to the Financial Statements

Period from 25 October 2024 to 31 August 2025

1. General information

The company is a private company limited by shares, incorporated and registered in Scotland ( SC827025 ). The address of the registered office is 41 Charlotte Square, Edinburgh EH2 4HQ. The principal activity of the group is proprietors and operators of care homes for the elderly. The company was incorporated on 25 October 2024 and between 25 October 2024 and 19 August 2025 the company was named Teaghlach Dubh Investments (TDI) Ltd. Between 19 August 2025 and 6 October 2025 the company was named Lindemann Care Home Services Ltd.

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 under the historic cost convention . These financial statements include both the separate and consolidated financial statements of Lindemann Care Home Group Ltd . The financial statements are prepared in sterling which is the functional currency of the entity rounded to the nearest £1.

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.

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.

Rental income is recognised when received.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of share-based payments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. All financial statements are prepared to 31 August 2025. All intragroup transactions, balances and unrealised gains on on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of of the asset transferred. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

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 £32,806,545 Intangible assets £6,567,080

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 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.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Intangible assets acquired as part of a business combination are recognised at the fair value at the acquisition date.

Amortisation

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

Goodwill	-	Over 10 years
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. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated 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:

Freehold property	-	Straight line over 50 years
Plant and machinery	-	25% reducing balance
Fixtures, fittings and equipment	-	25% reducing balance
Motor vehicles	-	25% reducing balance
Crockery and linen	-	10 % reducing balance

Land - nil Integral Features - 4% straight line (plant & machinery contained within the fabric of the building)

Investments

Fixed asset investments are recorded at cost less impairment.

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. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

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.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

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:

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Residents fees	8,111,931
Residents sundries	72,090
	------------
	8,184,021
	------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Other operating income

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Government grant income	40,214
Other operating income	1,056
	--------
	41,270
	--------

6. Operating loss

Operating profit or loss is stated after charging:

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Amortisation of intangible assets	625,293
Depreciation of tangible assets	325,389
Operating lease rentals	13,813
	---------

7. Auditor's remuneration

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Fees payable for the audit of the financial statements	6,000
	-------

The auditors remuneration shown above is for the parent company only.

8. Staff costs

The average number of persons employed by the group during the period, including the director, amounted to:

	31 Aug 25
	No.
Administrative staff	3
Management staff	7
Nursing, care and support staff	128
	----
	138
	----

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

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Wages and salaries	2,731,073
Social security costs	288,580
Other pension costs	57,700
	------------
	3,077,353
	------------

The company has no employees other than the director, who did not receive any remuneration.

9. Director's remuneration

The director's aggregate remuneration in respect of qualifying services was:

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Remuneration	58,247
	--------

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

	31 Aug 25
	No.
Defined contribution plans	1
	----

10. Other interest receivable and similar income

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Interest on cash and cash equivalents	63,896
	--------

11. Interest payable and similar expenses

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Interest on banks loans and overdrafts	44,985
Other interest paid on late tax	1,340
Other interest payable and similar charges	100,000
	---------
	146,325
	---------

12. Tax on profit

Major components of tax income

	Period from
	25 Oct 24 to
	31 Aug 25
	£

Current tax:

UK current tax income	931,757

Deferred tax:

Origination and reversal of timing differences	7,800
	---------
Tax on profit	939,557
	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the period is higher than the standard rate of corporation tax in the UK of 25 %.

	Period from
	25 Oct 24 to
	31 Aug 25
	£
Profit on ordinary activities before taxation	2,942,808
	------------
Profit on ordinary activities by rate of tax	735,701
Adjustment to tax charge in respect of prior periods	62
Effect of expenses not deductible for tax purposes	150,460
Effect of capital allowances and depreciation	61,499
Effect of revenue exempt from tax	( 10,054)
Unused tax losses	25,073
Tax charge on pre-acquisition profit	181,795
Other timing differences leading to an increase/(decrease) in taxation	( 197,179)
Deferred tax	( 7,800)
	------------
Tax on profit	939,557
	------------

13. Dividends

	31 Aug 25
	£
Dividends paid during the period (excluding those for which a liability existed at the end of the prior period )	105,000
	---------

14. Intangible assets

Group	Goodwill	Other intangible assets	Total
	£	£	£
Cost
At 25 October 2024	–	–	–
Acquisitions through business combinations	7,134,751	–	7,134,751
Transfers	–	184,380	184,380
	------------	---------	------------
At 31 August 2025	7,134,751	184,380	7,319,131
	------------	---------	------------
Amortisation
At 25 October 2024	–	–	–
Charge for the period	594,563	30,730	625,293
Transfers	–	126,758	126,758
	------------	---------	------------
At 31 August 2025	594,563	157,488	752,051
	------------	---------	------------
Carrying amount
At 31 August 2025	6,540,188	26,892	6,567,080
	------------	---------	------------

The company has no intangible assets.

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

15. Tangible assets

Group	Freehold property	Plant and machinery	Fixtures, fittings and equipment	Motor vehicles	Crockery & linen	Total
	£	£	£	£	£	£
Cost
At 25 Oct 2024	–	–	–	–	–	–
Additions	2,816,480	5,383	106,204	–	–	2,928,067
Fair value adjustment on acquisition	18,234,961	–	–	–	–	18,234,961
Acquisitions through business combinations	13,959,322	503,811	1,316,028	28,558	35,505	15,843,224
	-------------	---------	------------	--------	--------	-------------
At 31 Aug 2025	35,010,763	509,194	1,422,232	28,558	35,505	37,006,252
	-------------	---------	------------	--------	--------	-------------
Depreciation
At 25 Oct 2024	–	–	–	–	–	–
Charge for the period	221,418	19,789	82,013	1,047	1,122	325,389
Transfers through business combinations	2,344,282	422,483	1,061,555	23,739	22,259	3,874,318
	-------------	---------	------------	--------	--------	-------------
At 31 Aug 2025	2,565,700	442,272	1,143,568	24,786	23,381	4,199,707
	-------------	---------	------------	--------	--------	-------------
Carrying amount
At 31 Aug 2025	32,445,063	66,922	278,664	3,772	12,124	32,806,545
	-------------	---------	------------	--------	--------	-------------

The company has no tangible assets.

The fair value adjustment on acquisition figure of £18,234,961 represents the difference between the value of the properties held at cost within the relevant subsidiary companies of £11,615,039, and their fair value on acquisition of £29,850,000 as part of the overall business combination.

16. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 25 October 2024	–
Additions	1,000,106
Disposals	( 1)
	------------
At 31 August 2025	1,000,105
	------------
Impairment
At 25 October 2024 and 31 August 2025	–
	------------

Carrying amount
At 31 August 2025	1,000,105
	------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Cherryholme House Ltd	Ordinary	100
TDI Care Holdings Ltd	Ordinary	100
Cramond Manor Ltd	Ordinary	100
Canaan Lane (Dev) Ltd (formerly Edinburgh Manor Care Homes Ltd)	Ordinary	100
Lorimer House Ltd	Ordinary	100
Thorburn Manor Ltd	Ordinary	100
Morningside Manor Ltd	Ordinary	100
Lindeman Properties Ltd (formerly Lindemann Healthcare Ltd)	Ordinary	100
Lorimer House Ops Ltd	Ordinary	100
Thorburn Manor Ops Ltd	Ordinary	100
Morningside Manor Ops Ltd	Ordinary	100

Lindemann Care Home Group Ltd acquired TDI Care Holdings Ltd and its group undertakings on 28 November 2025. There was no change in controlling party. Company no. Nature of business Lorimer House Ltd SC403007 PNHO Thorburn Manor Ltd SC384291 PNHO Morningside Manor Ltd SC485770 PNHO TDI Care Holdings Ltd SC827038 IHC Lindemann Properties Ltd SC155229 IHC PNHO - Private nursing home operator VCH - Vacant care home IHC - Intermediate holding company The registered office of TDI Care Holdings Ltd, Lorimer House Ltd, Thorburn Manor Ltd, Morningside Manor Ltd and Lindemann Properties Ltd is First Floor, Glendevon House, Castle Business Park, Stirling FK9 4TZ. For the respective year ended 31 August 2025 the subsidiaries Cherryholme House Ltd and Canaan Lane (Dev) Ltd are entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies via issuance of a section 479C guarantee. The registered office of the companies below is 41 Charlotte Square, Edinburgh EH2 4HQ. Company no. Nature of business Cherryholme House Ltd SC494608 VCH Cramond Manor Ltd SC839060 PNHO Canaan Lane (Dev) Ltd SC751295 PNHO Lorimer House Ops Ltd SC841313 PNHO Thorburn Manor Ops Ltd SC841316 PNHO Morningside Manor Ops Ltd SC841314 PNHO

17. Stocks

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Raw materials and consumables	9,000	–
	-------	----

The company has no stocks.

18. Debtors

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Trade debtors	48,132	–
Amounts owed by group undertakings	–	31,547
Prepayments and accrued income	69,474	–
Other debtors	52,496	1,200
	---------	--------
	170,102	32,747
	---------	--------

19. Creditors: amounts falling due within one year

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Trade creditors	47,629	–
Amounts owed to group undertakings	–	1,000,000
Accruals and deferred income	492,990	20,000
Corporation tax	603,936	–
Social security and other taxes	82,816	–
Director loan accounts	39,535,917	–
Other creditors	1,113,436	105
	-------------	------------
	41,876,724	1,020,105
	-------------	------------

HSBC Bank plc hold a standard security over the properties included in fixed assets. HSBC plc hold a bond and floating charge over all assets of the trading companies covering all sums due. The standard securities were released by HSBC following the sale of TDI Care Holdings and its group undertakings to THR Number 43 plc (see note 29). The directors loans are unsecured, interest free and repayable on demand.

20. Provisions

Group	Deferred tax (note 21)
	£
At 25 October 2024	–
Unused amounts reversed	( 7,800)
Transfers	304,685
	---------
At 31 August 2025	296,885
	---------

The company does not have any provisions.

21. Deferred tax

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

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Included in provisions (note 20)	296,885	–
	---------	----

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

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Accelerated capital allowances	296,885	–
	---------	----

Deferred tax is expected to reverse in the following period as the monetary value of depreciation of existing assets exceeds the purchases of new assets.

22. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 57,700 .

23. Government grants

The amounts recognised in the financial statements for government grants are as follows:

	Group	Company
	31 Aug 25	31 Aug 25
	£	£

Recognised in creditors:

Deferred government grants due within one year	36,905	–
	--------	----

Recognised in other operating income:

Government grants recognised directly in income	40,214	–
	--------	----

Government Grants recognised directly in income relate to the release of amounts received by way of sustainability claims released over the lives of the assets.

24. Financial instruments

The carrying amount for each category of financial instrument is as follows:

Financial assets measured at fair value through profit or loss

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Financial assets measured at fair value through profit or loss	4,519,333	1,147
	------------	-------

Financial assets that are debt instruments measured at amortised cost

		Group
		31 Aug 25
		£
	Financial assets that are debt instruments measured at amortised cost	100,628
		---------

Financial liabilities measured at fair value through profit or loss

	Group	Company
	31 Aug 25	31 Aug 25
	£	£
Financial liabilities measured at fair value through profit or loss	1,161,065	105
	------------	----

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand. Financial instruments that are debt instruments measured at amortised cost comprise trade debtors and other debtors. Financial liabilities measured at amortised cost comprise trade creditors and other creditors.

25. Called up share capital

Issued, called up and fully paid

	31 Aug 25
	No.	£
Ordinary shares of £ 1 each	200	200
	----	----

On 25 October 2024, 200 Ordinary shares of £ 1 each were issued at par.

26. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

27. Business combinations

The company acquired the entire shareholding of all direct and indirect subsidiaries for a consideration of £37,405,701.

Acquisition of all direct and indirect subsidiaries listed in note 16

Recognised amounts of identifiable assets acquired and liabilities assumed

	Book value	Fair value
	£	£
Property	11,615,039	29,850,000
Other tangible fixed assets	367,942	367,942
Intangible assets	57,622	57,622
Stock	9,000	9,000
Trade and other debtors	76,872	76,872
Cash at bank and in hand	5,503,239	5,503,239
Debt	(41,595,033)	(41,595,033)
Trade and other creditors	(647,874)	(647,874)
Taxation including deferred rax	(756,519)	(756,519)
	-------------	-------------
	(25,369,712)	(7,134,751)
	-------------	-------------

	Goodwill on acquisition		7,134,751

The results of all direct and indirect subsidiaries listed in note 16 since acquisition are as follows:

		Current period since acquisition
		£
	Turnover	8,184,021
	Profit for the period since acquisition	2,942,808

28. Analysis of changes in net debt

	At 25 Oct 2024	Cash flows	At 31 Aug 2025
	£	£	£
Cash at bank and in hand	–	4,519,333	4,519,333
Debt due within one year	–	(40,536,356)	(40,536,356)
	----	-------------	-------------
	–	( 36,017,023)	( 36,017,023)
	----	-------------	-------------

Analysis of changes in net debt including acquisition of subsidiaries

	At 25 Oct 2024	Acquisition of subsidiaries	Cash flows	At 31 Aug 2025
	£	£	£	£
Cash at bank and in hand		5,503,239	(983,906)	4,519,333
Debt due within one year		(41,595,083)	1,058,727	(40,536,356)
	----	-------------	------------	-------------
	–	(36,091,844)	74,821	(36,017,023)
	----	-------------	------------	-------------

29. Contingent liabilities

The company is party to a group intercompany guarantee in respect of bank loans amounting to £nil at the period end. 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 of that company. Cross company guarantees exist between Thorburn Manor Ltd, Lorimer House Ltd, and Morningside Manor Ltd. The group held cash reserves at the period end amounting to £4,519,333 with the lending bank. These guarantees were released after the period end following the sale of Thorburn Manor Ltd, Lorimer House Ltd, and Morningside Manor Ltd.

30. Events after the end of the reporting period

On 27 November 2025, Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd transferred the operations and staff of the respective care homes to Thorburn Manor Ops Ltd, Lorimer House Ltd Ops and Morningside Manor Ops Ltd respectively. Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd subsequently granted leases over the respective care home properties for a period of 35 years, with no break options and annual upwards only rent reviews linked to RPI. The nature of Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd therefore changed from that of owning and operating care homes, to companies which own a property leased to group operating companies. On 28 November 2025, TDI Care Holdings Ltd and its group undertakings (Lindemann Properties Ltd, Thorburn Manor Ltd, Lorimer House Ltd and Morningside Manor Ltd) were acquired by THR Number 43 plc. Within the subsidiary company Canaan Lane (Dev) Ltd is a property held at cost amounting to £2.8m which is in the process of being sold for an amount of £2.6m. The negotiations to sell the property did not commence until after the year end date, and as at the date of signing the accounts the sale had yet to be concluded, therefore no impairment has been recorded within the accounts of the group or the subsidiary company.

Lindemann Care Home Group Ltd

Notes to the Financial Statements (continued)

Period from 25 October 2024 to 31 August 2025

31. Related party transactions

Group

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 a group company.

32. Controlling party

The ultimate controlling party is Mr Sean Black .