REGISTERED NUMBER: 03227281 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

OLDERCARE (HASLEMERE) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

8

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

J M RANDALL

F S N WHITE

H R McHUGH

REGISTERED OFFICE:

Rosemary Park Nursing Home

Marley Lane

Marley Common

Haslemere

Surrey

GU27 3PX

REGISTERED NUMBER:

03227281 (England and Wales)

AUDITORS:

AUDIT NETWORK LIMITED

Chartered Accountants & Statutory Auditors

23 Mountside

Stanmore

Middlesex

HA7 2DS

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

REVIEW OF BUSINESS

The results for the year and financial position of the company and the group are as shown in the annexed financial statements.

The directors consider that the results for the year and the financial position of the group at the end of the year to be satisfactory.

The additional unit that was completed in 2019 is now near full occupancy and contributing greatly to the group's

profitability. Despite reorganisation and refurbishments of the older units, overall occupancy levels and fee incomes were maintained.

Staff costs and other overheads were kept under control resulting in improved overall profitability.

The occupancy levels and fee income within all units are expected to improve in the coming year. This should improve profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

Majority of the times the group enjoys a healthy waiting list for any beds that become vacant but maintaining that in the face of competition in the market place and reducing the lead time is always challenging.

Increasing staff costs and the resistance from NHS and local health authorities to increase the bed fees are the principal risks facing the group.

SECTION 172(1) STATEMENT

The Directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its member, and in doing so have regard, amongst other matters, to the:

- Likely consequences of any decision in the long term

- Interests of the company's employees

- Need to foster the company's business relationships with suppliers, customers and others

- Impact of the company's operations on the community and the environment

- Desirability of the company maintaining a reputation for high standards of business conduct

- Need to act fairly as between members of the company

The Directors’ regard to these matters is embedded in their decision-making process, through the Company’s business strategy, culture, governance framework, management information flows and stakeholder engagement processes.

The Company’s business strategy is focused on achieving success for the Company in the long-term. In setting this strategy, the Board takes into account the impact of relevant factors and stakeholder interests on the Company’s performance. The Board also identifies principal risks facing the business and sets risk management objectives.

The Board promotes a culture of upholding the highest standards of business conduct and regulatory conduct. The Board ensures these core values are communicated to the Company’s employees and embedded in the Company’s policies and procedures, employee induction and training programmes and its risk control and oversight framework.

The Board recognizes that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values, and operate a sustainable business.

The Directors are supported in the discharge of their duties by:

- A director training programme to further their understanding of their duties and obligations under applicable law and regulation

- Processes which ensure the provision of timely management information and escalation through reporting lines to the Board from the Company’s business areas, its risk and control functions, support teams and committees of the Board

Stakeholders

The Board understands the importance of engagement with all of its stakeholders and gives appropriate weighting to the outcome of its decisions for the relevant stakeholder in weighing up how best to promote the success of the Company.

The Board regularly discusses issues concerning employees, clients, suppliers, community and environment, regulators and its shareholder, which it takes into account in its discussions and in its decision-making process.

In addition to this, the Board seeks to understand the interests and views of the Company’s stakeholders by engaging with them directly when required. The below summarises the key stakeholders and how we engage with each:

Employees

Our employees contribute to a positive working culture and healthy working environment. Employees are key to the success of our business. In addition to aiming to be a responsible employer in our approach to pay and benefits, we continue to engage with our team to ascertain which training and development opportunities should be made available to improve our team’s productivity and our individual employees’ potential within the business.

We continually invest in employee development and wellbeing to create and encourage an inclusive culture within the organisation. Our employee appraisal programme encourages employee feedback and facilities the opportunity for both employees and managers to set performance goals on an annual basis. We work hard to ensure employees feel welcome and are valued and recognized for their hard work.

Clients

Clients are at the centre of our business.

Our client service teams build lasting relationships with current and potential clients to understand their objectives and requirements. We are in regular contact with clients in order to meet their service requirements. This includes face to face meetings depending on client preferences. We take a consultative approach with clients focused on building long-term relationships

Suppliers

We work with a wide range of suppliers mainly in the UK. We remain committed to being fair and transparent in our dealings with all of our suppliers.

The Company has systems and processes in place to ensure suppliers are paid in a timely manner.

Community and Environment

The Board’s approach to social responsibility, diversity and community is of high importance.

Corporate social responsibility principles are part of our culture and decision making process. We take a consultative approach focused on building long-term relationships and solving business problems.

Regulators

We work with our regulators in an open and proactive manner to help develop regulations that meet the needs of all our stakeholders.

The Board’s intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards and good governance expected of a regulated business like ours. In doing so, we believe we will achieve our long-term business strategy and further develop our reputation in our sector.

We have a risk and control framework to ensure that the Company complies with all legal and regulatory requirements relating to the provision of services to our clients.

Shareholders

The Board also seeks to behave in a responsible manner towards the shareholders. The Board communicates information relevant to the shareholders, such as its financial reporting.

BUSINESS PERFORMANCE

The directors consider that the key financial performance indicators that communicate the financial performance and strength of the group as a whole are turnover, staff costs, profit before tax, total shareholders' funds and net cash inflow/(outflow). These were as follows:

- Turnover £31,307,199 (2024: £30,990,253) - increased by 1%

- Staff costs £19,833,136 (2024: £18,715,651) - increased by 6%

- Profit before tax £4,382,006 (2024: £2,489,029) - increased by 76% *

- Total shareholders' funds £21,187,114 (2024: £19,175,414) - increased by 10%

- Net cash inflow £379,835 (2024: £2,225,634) - decreased by £1,845,799 **

* 2024 figure was after a large goodwill write off

** Largely due to Corporation Tax paid quarterly in advance and the directors' drawings

FINANCIAL INSTRUMENTS

The trading companies within the group have a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are for the most part conducted in sterling.

STREAMLINED ENERGY AND CARBON REPORT

The company engaged independent consultants Enistic Limited to prepare this report for the year.

Total Emissions (tCO2e)

Total Scope 1

675.8

Total Scope 2

194.4

Total Scope 3

214.2

Total Scope 1, 2 and 3

1,084.5

Total Energy Consumption (kWh)

Total Scope 1

3,291,258.7

Total Scope 2

1,097,307.8

Scope 2 (location-based)

1,097,307.8

Scope 2 (market-based)

0.0

Total Scope 3

98,002.1

Total Scope 1, 2 and 3

4,486,568.6

Scope Breakdown - Carbon Footprint (tCO2e)

Scope 1

Natural Gas

322.4

Other fuels

289.1

Company vehicle business travel

64.3

Scope 2

Electricity

189.3

Company EV's business travel

5.1

Scope 3

Well to tank

170.4

Private vehicle business travel

23.5

Transmission and distribution

20.4

Total

1,084.5

Scope Breakdown - Energy Consumption (kWh)

Scope 1

Natural Gas

1,762,270.5

Other fuels

1,276,732.1

Company vehicle business travel

252,256.1

Scope 2

Electricity

1,069,572.0

Company EV's business travel

27,735.8

Scope 3

Private vehicle business travel

98,002.1

Total

4,486,568.6

Intensity Ratio Metric

Total kgCO2e / Sqft

4.5

ON BEHALF OF THE BOARD:

F S N WHITE - Director

22 July 2026

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

DIVIDENDS

An interim dividend averaging £123.71 per share on the 'B' Ordinary £1 shares was paid during the year. The directors recommend that no final dividend be paid on these shares.

'A' Ordinary shares are not entitled to dividends.

The total distribution of dividends for the year ended 31 December 2025 will be £1,200,000.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J M RANDALL

F S N WHITE

H R McHUGH

Other changes in directors holding office are as follows:

R J F WHITE ceased to be a director after 31 December 2025 but prior to the date of this report.

GROUP'S POLICY IN RESPECT OF EMPLOYEES

A part of our employment policy we do not discriminates by age or ability and will make reasonable adjustments to support disabled or older job applicants and employees. This means ensuring disabled and older people can overcome any substantial disadvantages they may have in doing their jobs and progressing in the work-place. We are an inclusive group and value the opinions, ideas and criticisms that may emanate from any staff member and works hard to ensure that the workforce is well informed at all times.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, AUDIT NETWORK LIMITED, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

F S N WHITE - Director

22 July 2026

Opinion

We have audited the financial statements of OLDERCARE (HASLEMERE) LIMITED (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the group and industry, we identified the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and various taxes Acts.

We evaluated the management's incentives and opportunities for fraudulent manipulation of the financial statements and the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

- Inspecting correspondence with regulators and tax authorities;

- Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

- Evaluating management's controls designed to prevent and detect irregularities;

- Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and

- Challenging assumptions and judgements made by management in their critical accounting estimates.

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

Use of our report

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

KIANOUSH DADFARMA (Senior Statutory Auditor)

for and on behalf of AUDIT NETWORK LIMITED

Chartered Accountants & Statutory Auditors

23 Mountside

Stanmore

Middlesex

HA7 2DS

22 July 2026

TURNOVER

3

31,307,199

30,990,253

Cost of sales

16,311,936

15,586,729

GROSS PROFIT

14,995,263

15,403,524

Administrative expenses

10,788,016

13,107,847

4,207,247

2,295,677

Other operating income

230,084

181,220

OPERATING PROFIT

5

4,437,331

2,476,897

Interest receivable and similar income

94,832

17,562

4,532,163

2,494,459

Interest payable and similar expenses

6

150,157

5,430

PROFIT BEFORE TAXATION

4,382,006

2,489,029

Tax on profit

7

1,189,052

1,339,080

PROFIT FOR THE FINANCIAL YEAR

3,192,954

1,149,949

Profit attributable to:

Owners of the parent

3,211,700

1,165,658

Non-controlling interests

(18,746

)

(15,709

)

3,192,954

1,149,949

PROFIT FOR THE YEAR

3,192,954

1,149,949

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,192,954

1,149,949

Total comprehensive income attributable to:

Owners of the parent

3,201,700

2,049,847

Non-controlling interests

(8,746

)

(899,898

)

3,192,954

1,149,949

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

19,408,734

19,520,466

Investments

12

-

-

19,408,734

19,520,466

CURRENT ASSETS

Debtors

13

1,504,269

1,419,854

Cash at bank and in hand

8,905,729

8,525,894

10,409,998

9,945,748

CREDITORS

Amounts falling due within one year

14

6,038,569

7,750,838

NET CURRENT ASSETS

4,371,429

2,194,910

TOTAL ASSETS LESS CURRENT LIABILITIES

23,780,163

21,715,376

CREDITORS

Amounts falling due after more than one year

15

-

(36,230

)

PROVISIONS FOR LIABILITIES

17

(829,125

)

(721,062

)

NET ASSETS

22,951,038

20,958,084

CAPITAL AND RESERVES

Called up share capital

18

19,400

19,400

Capital redemption reserve

19

600

600

Retained earnings

19

21,167,114

19,155,414

SHAREHOLDERS' FUNDS

21,187,114

19,175,414

NON-CONTROLLING INTERESTS

20

1,763,924

1,782,670

TOTAL EQUITY

22,951,038

20,958,084

The financial statements were approved by the Board of Directors and authorised for issue on 22 July 2026 and were signed on its behalf by:

F S N WHITE - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

9,762,863

9,085,534

Investments

12

8,914,850

9,172,175

18,677,713

18,257,709

CURRENT ASSETS

Debtors

13

1,504,269

1,102,476

Cash at bank and in hand

8,895,991

5,879,586

10,400,260

6,982,062

CREDITORS

Amounts falling due within one year

14

8,074,412

9,799,887

NET CURRENT ASSETS/(LIABILITIES)

2,325,848

(2,817,825

)

TOTAL ASSETS LESS CURRENT LIABILITIES

21,003,561

15,439,884

CREDITORS

Amounts falling due after more than one year

15

-

(36,230

)

PROVISIONS FOR LIABILITIES

17

(540,602

)

(374,070

)

NET ASSETS

20,462,959

15,029,584

CAPITAL AND RESERVES

Called up share capital

18

19,400

19,400

Capital redemption reserve

19

600

600

Retained earnings

19

20,442,959

15,009,584

SHAREHOLDERS' FUNDS

20,462,959

15,029,584

Company's profit for the financial year

6,633,375

4,366,565

The financial statements were approved by the Board of Directors and authorised for issue on 22 July 2026 and were signed on its behalf by:

F S N WHITE - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2024

20,000

19,804,567

-

Changes in equity

Purchase of own shares

-

(1,809,000

)

-

Reduction in share capital

(600

)

-

-

Dividends

-

(900,000

)

-

Total comprehensive income

-

2,059,847

600

Balance at 31 December 2024

19,400

19,155,414

600

Changes in equity

Dividends

-

(1,200,000

)

-

Total comprehensive income

-

3,211,700

-

Balance at 31 December 2025

19,400

21,167,114

600

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2024

19,824,567

2,682,568

22,507,135

Changes in equity

Purchase of own shares

(1,809,000

)

-

(1,809,000

)

Reduction in share capital

(600

)

-

(600

)

Dividends

(900,000

)

-

(900,000

)

Total comprehensive income

2,060,447

(899,898

)

1,160,549

Balance at 31 December 2024

19,175,414

1,782,670

20,958,084

Changes in equity

Dividends

(1,200,000

)

-

(1,200,000

)

Total comprehensive income

3,211,700

(8,746

)

3,202,954

Balance at 31 December 2025

21,187,114

1,773,924

22,961,038

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

20,000

13,352,019

-

13,372,019

Changes in equity

Purchase of own shares

-

(1,809,000

)

-

(1,809,000

)

Reduction in share capital

(600

)

-

-

(600

)

Dividends

-

(900,000

)

-

(900,000

)

Total comprehensive income

-

4,366,565

600

4,367,165

Balance at 31 December 2024

19,400

15,009,584

600

15,029,584

Changes in equity

Dividends

-

(1,200,000

)

-

(1,200,000

)

Total comprehensive income

-

6,633,375

-

6,633,375

Balance at 31 December 2025

19,400

20,442,959

600

20,462,959

Cash flows from operating activities

Cash generated from operations

1

6,020,007

6,248,315

Interest paid

(150,157

)

(5,430

)

Tax paid

(2,529,575

)

(753,494

)

Net cash from operating activities

3,340,275

5,489,391

Cash flows from investing activities

Purchase of intangible fixed assets

-

(2,507,500

)

Purchase of tangible fixed assets

(813,410

)

(384,837

)

Sale of tangible fixed assets

38,694

6,589

Interest received

94,832

17,562

Net cash from investing activities

(679,884

)

(2,868,186

)

Cash flows from financing activities

HP contracts

(56,184

)

(14,870

)

Amounts withdrawn by directors

(1,024,372

)

2,333,299

Shares cancelled

-

(600

)

Cost of share buyback

-

(1,808,400

)

Minority interest acquired

-

(5,000

)

Equity dividends paid

(1,200,000

)

(900,000

)

Net cash from financing activities

(2,280,556

)

(395,571

)

Increase in cash and cash equivalents

379,835

2,225,634

Cash and cash equivalents at beginning of year

2

8,525,894

6,300,260

Cash and cash equivalents at end of year

2

8,905,729

8,525,894