Timperley Holdings Limited

Contents

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

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

The Kingsley Healthcare Group ("Kingsley") can be defined as the ten operating groups headed by the following companies: Peacock Holdings (2015) Limited; KCH (UK) Holdings Limited; Regal Healthcare Holdings Limited; Althea Healthcare (Holdings) Limited; Timperley Holdings Limited; Hestia Healthcare Holdings Limited; Partington Healthcare Holdings Limited; Kingsley Healthcare (OLH) Limited; Kingsley Healthcare (Bournemouth Property) Limited and Kingsley (KMT) Limited. All of these operating groups under the Kingsley umbrella are affected by similar factors and, therefore, the same strategies, which are covered in this Strategic Report, apply to each of them. For the purpose of these specific financial statements, meanwhile, references to the "Group" will refer to the Timperley Holdings Limited operating group whilst references to the "Company" will refer to Timperley Holdings Limited itself.

Kingsley Healthcare

Kingsley, a nationally recognised, family-run provider of residential, nursing and specialist care, proudly reports a year of strong performance, disciplined expansion and continued organisational maturity. Kingsley has sustained high occupancy, delivered robust fee growth and further strengthened its position as one of the UK’s leading family-owned care providers. Alongside this operational progress, Kingsley has expanded its service footprint, invested significantly in its people, leadership and digital infrastructure, and continued to elevate the quality and consistency of the resident experience.

As the UK’s first and only large care operator to achieve B Corp certification and having been named Residential Adult Care Provider of the Year (Large Group) at the Healthcare Investor Awards for a second consecutive year, we remain steadfast in our commitment to delivering high-quality, person-centred care and driving meaningful social and environmental impact across our operations.

Strategic Focus and Business Performance

The Group’s strategy centres on harnessing the strength of its balance sheet and the depth of its talent to drive both organic and inorganic growth. Kingsley now operates 47 care services across the United Kingdom and Jersey, with a further four acquisitions/ new care services starting operations since the year end. Mature homes within the portfolio continue to deliver strong revenue growth and profitability, with overall trading performance aligned to expectations.

Occupancy across the mature portfolio has reached a sustained level, reflecting confidence in the quality and consistency of Kingsley’s services.

Significant cash generation during the period enabled the Group to further strengthen our continuing partnerships with our banking partners. The resulting structure provides an effective balance of term funding and revolving capital, supporting both investment agility and financial resilience. These developments reaffirm the Group’s long-term commitment to creating value for all stakeholders.

Operational Developments and Investments

Kingsley continues to make targeted investments to future-proof the business, including:

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

Sustainability and Corporate Responsibility

Kingsley’s position as the first and only B Corp certified operator of its scale in the UK care sector marks a defining milestone in our sustainability journey, achieved following a rigorous three-year evaluation. Sustainability is embedded across all areas of the Group’s service delivery, with a focus on community wellbeing, environmental stewardship and responsible governance.

During the year, solar panel arrays were installed at seven new locations, generating significant amounts of clean energy and avoiding reliance from the grid. The Group continues to invest in renewable energy systems, high-efficiency lighting, movement-sensitive controls and biomass solutions across the portfolio. Each home actively tracks and measures its environmental footprint through Environmental Champions, enabling continuous improvement underpinned by transparency and accountability.

Kingsley’s commitment extends into community, education and global responsibility through Kingsley Philanthropy, supporting education programmes, scholarships and community development in Sri Lanka, Colombia and the United Kingdom and new partnership with Kings Trust. We are proud to be a delivery partner supporting training and employment programmes enabling people to gain employment opportunities in the sector, specifically in Liverpool and Greater Manchester. These efforts reflect the belief that care does not end at the boundaries of our homes and a business can be a good influence for the wider society.

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

People and Culture

Our people remain at the heart of the Group’s success. The Group is proud to be a Real Living Wage employer and among the highest payers across the regions in which it operates, and its commitment to the Real Living Wage remains unwavering. The Kingsley Academy continues to expand its offering, supported by a dedicated team of Learning and Development Managers and a digital learning platform.

Many of Kingsley’s home managers and regional leaders have progressed internally through structured pathways, reflecting a culture of opportunity, belonging and long-term career development. Independent platforms such as Glassdoor and Indeed consistently rank Kingsley as one of the top employers in healthcare for workplace wellbeing, with ratings of 4.7 and 4.5 respectively.

Kingsley has increased its use of social media as a platform to showcase the care and community engagement within its homes, achieving post-engagement rates significantly above the industry average. This not only bolsters staff recognition and morale but also strengthens the employer brand and helps families stay connected with daily life within the Group’s services.

Fair review of the business

When analysing Timperley Holdings Limited's trading results for the financial year to 30 September 2025, the Group's board is pleased with its performance when compared to previous years.

Group turnover for the year was £4.5m. In comparison to the revenue results achieved last year, the Group has seen a healthy increase of £0.1m or 3.3%. The incremental revenue uplift can be attributed to increased occupancy in our mature homes and the achievement of higher average weekly fees.

Average occupancy across the Group's homes during the year was 92% (2024: 93%). Slight drop in occupancy due to higher than anticipated deaths in the home.

Group EBITDA for the year was £1,858,874 (2024: £1,724,041). Net Profit Before Tax, meanwhile, decreased to £1,615,830 (2024: £1,622,925). The modest improvement in EBITDA reflects the £0.1m increase in Group turnover combined with steady cost discipline across the operating subsidiaries. Net Profit Before Tax remained broadly in line with the prior year. In light of this, the directors believe the Group's performance for the year was highly positive, particularly when viewed against the challenging economic backdrop.

We have seen improved cashflow generation, especially from the mature homes, which has enabled us to continually invest in our portfolio and also to explore inorganic opportunities. The Group remains financially agile with a strong balance sheet, which is a very good position to be in. The strength of the Group has also been consistently underpinned by the shareholders and has drawn further support from our bankers.

The Group's Fixed Assets amount to £16.1m whilst Net Debt totals (£0.4m) (i.e. net cash position).

This places the Group in a very strong position within its industry.

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

Key performance indicators

In keeping with previous year-end reporting, the Group has measured its success during the 2025 financial year against four key performance indicators, centred on occupancy, turnover, EBITDA and net profit before tax.

Section 172(1) Statement

The Directors of the Company and Group are required to act in accordance with the duties prescribed under Section 172 of the Companies Act 2006, which demands they should carry out their duties in a way they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole while having regard to the interests of the Company’s other stakeholders. The Company includes among its other primary stakeholders its staff, its service users and their families, its suppliers, its financing partners, the relevant industry regulators and the communities the Company serves. It is these parties that either impact the Group’s strategy materially or are themselves impacted by it directly. As a responsible business building long-term shareholder value, we listen to our stakeholders regularly to help us guide our strategy and to ensure we continue to operate in a way that delivers the best care we are able to provide to our residents.

Section 172 requires each director of a company, when making decisions regarding the likes of the Company’s trading strategy and operational objectives, to ensure that such decisions are made considering the possible long-term consequences associated with them. In pursuit of the realisation of its growth strategy during the year, the Board has regularly monitored progress against its targets and modified its ambitions to ensure predicted outcomes result in the ongoing sustainability of the business. The Board of the Company consistently maintains a long-term outlook in relation to its future activities through many different aspects of the business, whether it is the investment in current and future facilities, staff recruitment and retention or compliance and risk management; the Group has ensured the long-term effect is incorporated with every decision.

The Board receives regular information and analysis that enables it to take account of the likely consequences of its decisions in the long term and the interests of its stakeholders. This includes monthly financial and operational reporting, quality and compliance dashboards, colleague engagement insights, resident and family feedback, commissioner and regulator updates, and reports from the Group’s ESG, sustainability programmes, risk and treasury discussion forums. Board papers for significant matters include an explicit assessment of stakeholder impacts and Section 172 considerations.

The Board recognises the importance of the responsibilities incumbent upon it under Section 172 and believes it has made all material decisions during the course of the year in a manner that reflects its proper consideration of these duties. In doing so, the Board has consistently behaved responsibly towards its shareholders to ensure they are treated fairly and equally.

The Company maintains open and regular communication with its financing partners, providing detailed management accounts and long-term financial models to ensure transparency and alignment.

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

The Company places utmost importance on the dignity, independence and well-being of its service users. Central to all Company endeavours are the quality of daily experiences for these stakeholders. The Directors emphasise the crucial role of maintaining good governance across the organisation’s activities, ensuring consistency for all involved parties. Engagement with residents and families takes place regularly at home level through resident and relative meetings, personalised care planning, digital family apps, the Call Navigation Centre and independent care review platforms.

We have actively managed inflation-linked cost increases through strategic procurement partnerships, stronger supplier governance and more targeted use of discretionary expenditure. The Board considers the need to foster fair, long-term and responsible business relationships with suppliers, including payment practices and supply chain sustainability, when taking decisions on procurement strategy and supplier selection. As supply chain pressures continue into the new financial year, we remain committed to strengthening these invaluable relationships.

Understanding that our homes are often central to their communities, the Group takes its responsibilities seriously. Our senior leadership team actively champions initiatives that support the well-being of the towns and villages we serve. Beyond our dedication to responsible energy management and efficiency, we have expanded our efforts with new community-focused initiatives across our locations, including our Kingsley Philanthropy programmes supporting education and development in Sri Lanka, Colombia and the United Kingdom, and our partnership with The King’s Trust delivering training and employment programmes in Liverpool and Greater Manchester.

The Group’s people are at the heart of everything it does. The Company deeply values each colleague’s contribution to upholding the Group’s values and driving its success. To reflect this commitment, the Group has conducted a thorough review of its benefits package, ensuring it remains a leading employer in adult social care across its home locations. The Board engages with colleagues through regular home visits by senior leaders, colleague forums, pulse surveys, the Group’s learning and development academy, recognition schemes and published employer ratings, and uses this insight to inform decisions on pay, training, wellbeing and progression.

In 2025, the Group reaffirmed its commitment as a Real Living Wage employer. We believe that fair pay not only acknowledges our employees’ dedication but also strengthens retention and attracts top talent. In an industry where rising living costs and workforce shortages present challenges, it is crucial to demonstrate our unwavering support for our team. Beyond ensuring the Real Living Wage as a baseline, we provide additional resources, including financial guidance, well-being programmes, mental health support, and nutrition counselling, ensuring our people feel valued, supported and empowered.

The Group proactively continues to invest in new platforms to support its staff with their career and personal progression. The successful embedding of Workday, our comprehensive financial accounting and reporting system, has delivered faster, more streamlined processes that enable our leadership team to focus on delivering innovative care. In implementing Workday, Kingsley prioritised structured engagement with the colleagues most affected by the change. Surveys issued to home administrators following the go-live of the procurement and expenses modules identified specific areas of friction in approval workflows and the mobile expenses experience. In response, approval hierarchies were simplified, additional guidance text boxes and video tutorials on our home page were introduced, and the month-end close calendar was adjusted to ease pressure on home teams.

With integrated AI and machine learning capabilities, these systems offer data-driven insights that help the Group further enhance its efficiency and service quality. We have also commenced a significant programme of investment in automation, digital systems, AI and workflow intelligence, which we will continue to scale in the upcoming financial year.

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

As a leading national provider of residential, nursing and specialist care services, we have an inherent duty to be a dependable support system for those who rely on us: our residents, colleagues and partners alike. We take this responsibility seriously and our stakeholder management approach is built on fostering strong, mutually beneficial relationships grounded in integrity, compassion and kindness.

We are pleased that the financial year ending 30 September 2025 has been tremendously positive, marked by our continued commitment to delivering exceptional care while advancing the aspirations of our stakeholders. The Board remains focused on making strategic, long-term investment decisions that prioritise the well-being of all those we serve.

Environmental, Social & Governance (ESG)

As noted above, achieving B Corp certification represents a key milestone in our sustainability journey. As the first and only large care home operator to hold this accreditation, we have integrated sustainability across all aspects of our service delivery framework, with a focus on community wellbeing, environmental responsibility and strong governance. As discussed above, during the year, we installed solar panel arrays at seven new locations and continued to expand our use of renewable energy systems, high-efficiency lighting and biomass solutions across the portfolio.

Principal risks and uncertainties

Sector and Market Risk

The UK care sector continues to experience strong demand driven by demographic trends, particularly the growth in the population aged 85 and over, which is projected to grow by over 40% in the next two decades. Net care-bed supply remains broadly flat, with closures offsetting new builds. While capacity constraints persist across the sector, Kingsley’s investment in its portfolio, its development pipeline and its disciplined approach to acquisitions position the Group well to meet future demand.

Operational and Regulatory Risk

The industry and the Group operate within a highly regulated environment, overseen by the Care Quality Commission in England, the Care Inspectorate in Scotland and equivalent authorities in Wales and Jersey. Robust governance, clinical quality systems, proactive engagement with regulators, and continuous investment in digital care platforms mitigate these risks.

People Risk

Workforce availability remains a sector-wide challenge, further impacted by changes to UK immigration policy affecting the Health and Care Worker visa route. Kingsley mitigates this through competitive pay (including Real Living Wage accreditation), retention-focused culture programmes, the Kingsley Academy, and targeted domestic recruitment pipelines including the partnership with The King’s Trust.

Financial and Funding Risk

The Group maintains strong relationships with its banking partners and actively manages interest rate exposure and funding structures. The Board monitors liquidity, covenant headroom and capital expenditure commitments as part of its regular review cycle.

Timperley Holdings Limited

Strategic Report

Year Ended 30 September 2025

Technology and Cyber Risk

Increased investment in digital systems, cloud-based care records and connected devices brings associated risks, including cyber-attack, data breach and operational disruption. These are mitigated through a layered cybersecurity programme, ongoing staff awareness training, multi-factor authentication, penetration testing, data governance controls and continuing alignment with the NHS Data Security and Protection Toolkit and UK GDPR.

Climate and Environmental Risk

The Group recognises the physical and transition risks associated with climate change, including energy cost volatility, extreme weather events affecting homes and residents, and evolving regulatory expectations. These risks are mitigated through investment in renewable energy, improved building fabric, Environmental Champions in every home, and integration of climate considerations into the Group’s investment and development decisions.

Going Concern

The Directors have reviewed the Group’s forecasts, cash flow projections, covenant headroom and financial plans, including sensitivity analysis on key assumptions such as occupancy, fee rates, cost inflation and interest rates. Having considered the Group’s liquidity, committed facilities, trading trajectory and the continued support of its banking partners and shareholders, the Directors are satisfied that the Group has sufficient resources to continue operating for at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Approved by the Board on 23 May 2026 and signed on its behalf by:

Timperley Holdings Limited

Directors' Report

Year Ended 30 September 2025

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

Disclosure of information to the auditor

Directors of the group

The directors who held office during the year were as follows:

Mr V Thayanandarajah

Mrs S C Thayanandarajah

Mr E D Thayan

Mr I Jarvis - Company secretary and director

Mr C D Thayan

Mr W Darshana

Financial Instruments

Objectives & Policies

The Directors make use of a range of financial resources to further the operation and development of the Group’s business. Secured senior debt facilities are provided by three well established and highly regarded banks. The Group continues to believe that its working partnership with these institutions appropriately diversifies its counterparty risk and the failure of one or other of the Group’s banking partners is deemed to be very unlikely.

The Group’s capital expenditure and working capital requirements are funded by a blend of secured term loans, revolving credit facilities and overdraft facilities, which are secured against the Group’s property assets. The Directors monitor debt servicing capability and covenant compliance on an ongoing basis, utilising three-year financial forecasts to ensure adequacy in these areas.

Certain of the Group’s future development projects, including several that have been recently initiated, will feature funding arrangements with a prominent real estate investment trust that specialises in providing sustainable support for operators in the healthcare sector. The Directors recognise that it is largely down to the financial strength and historic performance of the Group that it has been able to maintain a strong negotiating position in this context. They are also confident that the Group’s relationship with its funding partners continues to be stable and productive.

Future Developments

This area of the Group’s activities has been analysed in some detail within the body of the Strategic Report, which can be found above.

Employees and Employee Engagement

The Group gives full and fair consideration to applications for employment received from both able-bodied and disabled persons, with due regard being given to the personal abilities and aptitudes of each applicant. Disabled employees are afforded equal opportunities to advance their careers and their efforts to succeed further are properly recognised where applicable.

Timperley Holdings Limited

Directors' Report

Year Ended 30 September 2025

The Group makes every effort to ensure its employees are kept informed as to the Company’s activities in a timely manner and it encourages open discussions between employees and the management team.

The Strategic Report above contains a Section 172 statement that elaborates on the activities undertaken by the Group during the year to promote the interests of its employees.

Business Relationships

The Directors are acutely aware that the Company will be best placed to maximise its profitability and efficiency if it nurtures healthy and long-term relationships with its key business partners, including its service users, suppliers and providers of finance. Accordingly, principal decisions taken by the Company during the year have been agreed after due consideration of the wider interests of the Company’s stakeholders. Detailed comment concerning the fostering of the Company’s business relationships is included in the Section 172 statement forming part of the Strategic Report at Page 4.

Disclosure Requirements

In accordance with Section 414C(11) of the Companies Act 2006, the Directors have chosen to include certain disclosures in the Strategic Report that would otherwise be required in the Directors’ Report. These include:

In accordance with Section 414C(11) of the Companies Act 2006, the Directors have chosen to include certain disclosures in the Strategic Report that would otherwise be required in the Directors’ Report. These include:

The Directors believe that including this information in the Strategic Report provides a more cohesive and comprehensive overview of the Company’s strategy, performance and impact.

Disclosure of Information to the Auditor

Each member of the Board has taken all necessary steps to make themselves aware of any relevant audit information and to establish that the Group’s auditor is aware of that information. The Directors also confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors PKF Francis Clark are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 23 May 2026 and signed on its behalf by:

Timperley Holdings Limited

Statement of Directors' Responsibilities

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Timperley Holdings Limited

Independent Auditor's Report to the Members of Timperley Holdings Limited

Opinion

We have audited the financial statements of Timperley Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Timperley Holdings Limited

Independent Auditor's Report to the Members of Timperley Holdings Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

Timperley Holdings Limited

Independent Auditor's Report to the Members of Timperley Holdings Limited

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:

Timperley Holdings Limited

Independent Auditor's Report to the Members of Timperley Holdings Limited

As part of our audit planning, through discussions with management, we obtained an understanding of the legal and regulatory framework that is applicable to the group and the sector in which it operates to identify the key laws and regulations affecting the group.

The group operates in the health and adult social care sector which is regulated by the Care Quality Commission (CQC). The regulator sets out a constantly evolving list of regulations that all care homes must follow such as compliance with keys laws and regulations including Health and Safety, Manual Handling and Food Hygiene regulations. CQC carry out routine inspections to ensure care homes are following these regulations and have the power to bring legal proceedings against any home that does not comply.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily the Companies Act 2006, the reporting framework (FRS 102), and relevant tax compliance regulations in the UK.

We discussed with management how the compliance with these laws and regulations is monitored and we discussed the policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the entity complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group's ability to continue trading and the risk of material misstatement to the accounts.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
- Enquiries of management and those charged with governance regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
- Review of latest CQC reports;
- Review of correspondence with CQC;
- Review of legal costs and associated correspondence; and
- Review of the homes Food Hygiene rating.

As part of our enquiries, we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which there were none.

We also evaluated the risk of fraud through management override including that arising from management's incentives. The key risk we identified was fraudulent financial reporting to meet the companies bank loan covenants.

In response to the identified risk, as part of our audit work we:
- Used data analytics to test journal entries throughout the year and year end adjustments, for appropriateness;
- Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates; and
- Reviewed the basis of costs recharged between group companies making sure that there is a clear justification. We challenged management and assessed the reasonableness of all recharges.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

Timperley Holdings Limited

Independent Auditor's Report to the Members of Timperley Holdings Limited

A further description of our responsibilities is available 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.

......................................
James Barrett (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

2 June 2026

Timperley Holdings Limited

Consolidated Profit and Loss Account

Year Ended 30 September 2025

The above results were derived from continuing operations.

Timperley Holdings Limited

Consolidated Statement of Comprehensive Income

Year Ended 30 September 2025

Timperley Holdings Limited

Consolidated Balance Sheet

30 September 2025

Approved and authorised by the Board on 23 May 2026 and signed on its behalf by:
 

Company Registration Number: 08514691

Timperley Holdings Limited

Balance Sheet

30 September 2025

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £165,883 (2024 - profit of £435,962).

Approved and authorised by the Board on 23 May 2026 and signed on its behalf by:
 

Company Registration Number: 08514691

Timperley Holdings Limited

Consolidated Statement of Changes in Equity

Year Ended 30 September 2025

Timperley Holdings Limited

Statement of Changes in Equity

Year Ended 30 September 2025

Timperley Holdings Limited

Consolidated Statement of Cash Flows

Year Ended 30 September 2025

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Kingsley House
Clapham Road South
Lowestoft
Suffolk
NR32 1QS

The business address is the same as the registered office address, although the entity operates a care home in Cheshire, England.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures.

Summary of disclosure exemptions for parent company

FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity:

The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and its cash flows are included in the consolidated financial statements of the group. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the Timperley group.

Basis of consolidation

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Going concern

The financial statements have been prepared on a going concern basis.

Key accounting judgements and sources of estimation uncertainty

In the application of the group's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key judgements that have a significant impact on the financial statements are described below:

Existing use value
The Existing Use Value of each property is driven by current trading performance using EBITDA as the key parameter. Management have reviewed the EBITDA used in the original valuation against current year trade and budgeted results and concluded that it is still reflective of Existing Use Value. The carrying value of land and buildings is £15,948,719 (2024 - £16,260,566).

The key estimates that have a significant effect on the amounts recognised in the financial statements are described below:

Group recharges
Cost re-allocations are required in order to fairly reflect the cost of management services borne by group companies and entities under common control. These are based on judgemental estimates of the proportion of management time spent in areas of the business which are different from where the payroll cost is originally processed, and where joint contracts of employment are in place. The carrying value of amounts owed to/from group companies and entities under common control can be found in note 15 and 17.

Property valuations
The business invests in care homes and, in common with standard industry practice, has adopted a policy under FRS 102 of carrying these assets at Existing Use Value, which is considered by the directors to approximate to Fair Value as set out below. This is due to the expectation that a care home is the main value generating purpose of each site. Valuations are performed by professional valuation experts on a routine basis as required based on a multiple of earnings. The earnings used vary depending on the performance of the business with the multiples applied varying depending on factors such as the location, condition and market position of the asset. Given the variability of these factors the fair value of these assets is a judgemental estimate which will fluctuate over time. In an arm's length sale between willing parties the best price would still be Existing use value rather than Open Market Value. These assets are used through the group for trading purposes; they are not held by the group for their investment potential and no rent is charged. Consequently, they are not classed as investment properties under FRS 102. The carrying value of land and buildings is £15,948,719 (2024 - £16,260,566).

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Intercompany loan interest
The business trades as part of a group. In addition to recharges of central costs and other trading settlements, management charges are raised to reflect the cost of funding arranged at a group level. Significant balances with group and other connected parties arise, these balances are due after more than one year. The lending group charges interest on these loans using a market rate for an equivalent third party loan. The carrying value of amounts owed to/from group companies and entities under common control can be found in note 15 and 17.

Deferred tax on revalued land and buildings
Deferred tax on revalued land and buildings is estimated by comparing the indexed cost to the net book value of the revalued asset and then using the expected future tax rate to estimate the future tax liability. The carrying value of the deferred tax liability is £2,522,041 (2024 - £2,598,752).

Management are required to make estimates as to the outflow of economic benefits which will be required to settle an obligation in making provisions.

Revenue recognition

Government grants

Tax

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Tangible assets

Depreciation

Goodwill

Intangible assets

Amortisation

Investments

Stocks

Provisions

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Leases

Defined contribution pension obligation

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Loans with group companies and entities under common control; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The group has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for loans with group companies and entities under common control, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Loans with group companies and entities under common control are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

The analysis of the group's revenue for the year from continuing operations is as follows:

The analysis of the group's revenue for the year by market is as follows:

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

The analysis of the group's other operating income for the year is as follows:

Arrived at after charging

The aggregate payroll costs (including directors' remuneration) were as follows:

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Tax charged/(credited) in the consolidated profit and loss account

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

Deferred tax

Group

Deferred tax assets and liabilities

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Company

Deferred tax assets and liabilities

Tax relating to items recognised in other comprehensive income or equity - group and company

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Group

	Goodwill  £	Software  £	Total £
Cost or valuation
At 1 October 2024	192,947	6,116	199,063
Additions acquired separately	-	1,503	1,503
Disposals	-	(6,116)	(6,116)
At 30 September 2025	192,947	1,503	194,450
Amortisation
At 1 October 2024	192,947	1,223	194,170
Amortisation charge	-	301	301
Amortisation eliminated on disposals	-	(1,223)	(1,223)
At 30 September 2025	192,947	301	193,248
Carrying amount
At 30 September 2025	-	1,202	1,202
At 30 September 2024	-	4,893	4,893

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Group

	Land and buildings £	Furniture, fittings and equipment  £	Total £
Cost or valuation
At 1 October 2024	16,266,379	241,310	16,507,689
Additions	-	122,287	122,287
Disposals	(3,892)	(34,500)	(38,392)
At 30 September 2025	16,262,487	329,097	16,591,584
Depreciation
At 1 October 2024	5,813	117,392	123,205
Charge for the year	307,955	82,720	390,675
Eliminated on disposal	-	(34,500)	(34,500)
At 30 September 2025	313,768	165,612	479,380
Carrying amount
At 30 September 2025	15,948,719	163,485	16,112,204
At 30 September 2024	16,260,566	123,918	16,384,484

Included within the net book value of land and buildings above is £15,948,719 (2024 - £16,260,566) in respect of freehold land and buildings.
 

Revaluation

The group's freehold property was revalued on 16 December 2024 by an independent valuer. The basis of this valuation was at existing use value. The name and qualification of the independent valuer, which the directors have based their valuation on, is Knight Frank, Chartered Surveyors, who is external to the company. Had this class of asset been measured on a historical cost basis, the carrying amount would have been £4,603,320 (2024 - £4,705,793). The Directors have assessed that the existing use value calculated by the independent valuer in the latest valuation described above is an accurate fair value of the freehold properties as at 30 September 2025.
 

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

Restriction on title and pledged as security

Freehold land and buildings with a carrying amount of £15,948,719 (2024 - £16,260,566) has been pledged as security for the loans and borrowings included in creditors: amounts due within and after one year.

Company

	Land and buildings £	Total £
Cost or valuation
At 1 October 2024	16,252,434	16,252,434
At 30 September 2025	16,252,434	16,252,434
Depreciation
Charge for the year	306,844	306,844
At 30 September 2025	306,844	306,844
Carrying amount
At 30 September 2025	15,945,590	15,945,590
At 30 September 2024	16,252,434	16,252,434

Included within the net book value of land and buildings above is £15,945,590 (2024 - £16,252,434) in respect of freehold land and buildings.
 

Revaluation

The fair value of the company's Freehold land and buildings was revalued on 16 December 2024 by an independent valuer. The basis of this valuation was at existing use value, which is considered by the Directors to approximate to fair value. The name and qualification of the independent valuer, is Knight Frank, Chartered Surveyors, who is external to the company. Had this class of asset been measured on a historical cost basis, the carrying amount would have been £7,924,548 (2024 - £8,104,651). The Directors have assessed that the existing use value calculated by the independent valuer in the latest valuation described above continues to be an accurate fair value of the freehold properties as at 30 September 2025.
 

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Company

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Details of non-current trade and other debtors

Group

£2,771,898 (2024 - £3,336,483) of amounts owed by connected companies, included in other debtors, is classified as non current.

Company

£2,771,898 (2024 - £Nil) of amounts owed by connected companies, included in other debtors, is classified as non current.

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Group

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Group

Operating leases

The total of future minimum lease payments is as follows:

The amount of non-cancellable operating lease payments recognised as an expense during the year was £3,494 (2024 - £Nil).

Group

Company

Timperley Holdings Limited

Notes to the Financial Statements

Year Ended 30 September 2025

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £48,188 (2024 - £46,833).

Contributions totalling £9,875 (2024 - £8,721) were payable to the scheme at the end of the year and are included in creditors.

Allotted, called up and fully paid shares