Macneil Holdco Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 15735715

Macneil Holdco Limited

Consolidated Financial Statements

For the year ended

30 November 2025

Macneil Holdco Limited

Consolidated Financial Statements

Year ended 30 November 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	4

Independent auditor's report to the members	6

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 consolidated financial statements	17

Macneil Holdco Limited

Officers and Professional Advisers

The board of directors	B N Lukka
	N L Lukka

Company secretary	A Lukka

Registered office	Macneil House
	9-17 Lodge Lane
	London
	N12 8JH

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	Enterprise House
	38 Tyndall Court
	Commerce Road
	Lynch Wood
	Peterborough
	Cambridgeshire
	PE2 6LR

Macneil Holdco Limited

Strategic Report

Year ended 30 November 2025

The directors present the strategic report for the year ended 30 November 2025. Fair review of the business The group made a pre-tax profit of £1.6m (2024: £2.4m) for the year on a turnover of £1.5m (2024: £8.2m). At 30 November 2025 the group had net assets of £47m (2024: £43m). Both the level of business and the year end financial position were as expected in the light of current trading conditions and the directors do not anticipate any material changes in the present level of activity. On 1 December 2024, the Group completed a restructuring exercise, resulting in the removal of one of its trading subsidiaries, Lukka Care Homes (2010) Limited, from the Group. The restructuring separated the care home operating business from the property business, enabling the Group to establish a clearer strategic focus and align its structure with its long-term objectives. Principal risks and uncertainties The directors recognise that within the business there are a number of risks which may affect the performance of the group. These risks are subject to regular review and, where appropriate, processes are established to minimise the level of exposure. Regulatory - the group's nursing home business is regulated by the Care Quality Commission and is exposed to adverse findings that the Commission may raise. The group ensures that the nursing home is run to a high standard and to-date no such adverse findings have been reported. Financial risk - the company is exposed to financial risk through its assets and liabilities. The key financial risk is that, in the current climate, the proceeds from its assets may not be sufficient to fund the obligations from liabilities as they fall due. The most important components of financial risk are: 1) Credit risk - the group continues to minimise commercial credit risk and has not suffered unduly from bad debts. 2) Interest rate risk - the group's borrowings are on a variable rate basis and the group is exposed to potential increases in interest rates. The group continues to monitor its interest obligations and its investment portfolio to ensure that future increases in interest rates will not unduly affect the performance of the business. Key performance indicators 1) Investment property In the opinion of the directors, individual property rentals are considered the key performance indicator when assessing business performance, which are reviewed monthly by the management team and have remained in line with the directors' expectations, in the current climate. 2) Care home In the opinion of the directors, occupancy percentage and average fee per resident are considered key performance indicators when assessing business performance and are reviewed monthly by the management team, with both having remained in line with the directors' expectations, in the current climate. EBITDA is also considered a key performance indicator and is reviewed on a monthly basis, by the management team. Future developments The directors continue to monitor its key performance metrics whilst maintaining care quality its home.

This report was approved by the board of directors on 8 July 2026 and signed on behalf of the board by:

B N Lukka

Director

Registered office:

Macneil House

9-17 Lodge Lane

London

N12 8JH

Macneil Holdco Limited

Directors' Report

Year ended 30 November 2025

The directors present their report and the consolidated financial statements of the group for the year ended 30 November 2025 .

Directors

The directors who served the company during the year were as follows:

B N Lukka
N L Lukka

Dividends

The directors do not recommend the payment of a dividend.

Future developments

The directors have made disclosures on future developments and financial instruments in the strategic report.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated 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 consolidated 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 the profit or loss of the group for that period. In preparing these consolidated financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the 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 8 July 2026 and signed on behalf of the board by:

B N Lukka

Director

Registered office:

Macneil House

9-17 Lodge Lane

London

N12 8JH

Macneil Holdco Limited

Independent Auditor's Report to the Members of Macneil Holdco Limited

Year ended 30 November 2025

Opinion

We have audited the consolidated financial statements of Macneil Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 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 consolidated financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 30 November 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; - 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 consolidated 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 consolidated 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 consolidated financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated 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 consolidated financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated 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 consolidated financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company consolidated financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated 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.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation, Care Home legislation and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - 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 or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - inquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.

Jonathan Day

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Enterprise House

38 Tyndall Court

Commerce Road

Lynch Wood

Peterborough

Cambridgeshire

PE2 6LR

8 July 2026

Macneil Holdco Limited

Consolidated Statement of Comprehensive Income

Year ended 30 November 2025

		2025	2024
Note		£	£
Turnover	4	1,505,187	8,224,942

Cost of sales	–	4,037,647
	------------	------------
Gross profit	1,505,187	4,187,295

Administrative expenses		( 20,764)	1,248,731
Other operating income	5	–	2,247
		------------	------------
Operating profit	6	1,525,951	2,940,811

Other interest receivable and similar income		211,940	33,294
Interest payable and similar expenses	10	180,244	586,289
		------------	------------
Profit before taxation		1,557,647	2,387,816

Tax on profit	11	260,788	668,349
		------------	------------
Profit for the financial year		1,296,859	1,719,467
		------------	------------

Revaluation of tangible assets	–	( 381,160)
Group adjustments	2,690,515	–
	------------	---------
Other comprehensive income for the year	2,690,515	( 381,160)
	------------	------------
Total comprehensive income for the year	3,987,374	1,338,307
	------------	------------

All the activities of the group are from continuing operations.

Macneil Holdco Limited

Consolidated Statement of Financial Position

30 November 2025

	2025	2024
Note	£	£

Fixed assets

Tangible assets	12		23,068,795	39,154,444

Current assets

Debtors	14	27,079,661	26,985,186
Cash at bank and in hand		1,466,098	1,454,317
		-------------	-------------
		28,545,759	28,439,503

Creditors: amounts falling due within one year	15	1,445,023		16,578,428
		-------------		-------------
Net current assets			27,100,736	11,861,075
			-------------	-------------
Total assets less current liabilities			50,169,531	51,015,519

Creditors: amounts falling due after more than one year	16		2,245,905	4,817,832

Provisions

Taxation including deferred tax	18	514,736	2,776,171
		-------------	-------------
Net assets		47,408,890	43,421,516
		-------------	-------------

Capital and reserves

Called up share capital	21	12,500,000	12,500,000
Revaluation reserve	22	2,972,259	9,586,464
Profit and loss account	22	31,936,631	21,335,052
		-------------	-------------
Shareholders funds		47,408,890	43,421,516
		-------------	-------------

These consolidated financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These consolidated financial statements were approved by the board of directors and authorised for issue on 8 July 2026 , and are signed on behalf of the board by:

B N Lukka

Director

Company registration number: 15735715

Macneil Holdco Limited

Company Statement of Financial Position

30 November 2025

	2025	2024
Note	£	£

Fixed assets

Investments	13		200	200

Current assets

Debtors	14	12,500,000		24,999,900

Creditors: amounts falling due within one year	15	200		200
		-------------		-------------
Net current assets			12,499,800	24,999,700
			-------------	-------------
Total assets less current liabilities			12,500,000	24,999,900
			-------------	-------------

Capital and reserves

Called up share capital	21	12,500,000	24,999,900
		-------------	-------------
Shareholders funds		12,500,000	24,999,900
		-------------	-------------

The profit for the financial year of the parent company was £Nil (2024: £Nil).

These consolidated financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These consolidated financial statements were approved by the board of directors and authorised for issue on 8 July 2026 , and are signed on behalf of the board by:

B N Lukka

Director

Company registration number: 15735715

Macneil Holdco Limited

Consolidated Statement of Changes in Equity

Year ended 30 November 2025

			Called up share capital	Revaluation reserve	Profit and loss account	Total
Note			£	£	£	£
At 1 December 2023			12,500,000	10,131,057	19,452,152	42,083,209

Profit for the year					1,719,467	1,719,467
Other comprehensive income for the year:
	Revaluation of tangible assets	12	–	( 381,160)	–	( 381,160)
	Reclassification from revaluation reserve to profit and loss account		–	( 163,433)	163,433	–
			-------------	-------------	-------------	-------------
Total comprehensive income for the year			–	( 544,593)	1,882,900	1,338,307

At 30 November 2024			12,500,000	9,586,464	21,335,052	43,421,516

Profit for the year					1,296,859	1,296,859
Other comprehensive income for the year:
	Group adjustments		–	(6,614,205)	9,304,720	2,690,515
			-------------	-------------	-------------	-------------
Total comprehensive income for the year			–	( 6,614,205)	10,601,579	3,987,374

			-------------	-------------	-------------	-------------
At 30 November 2025			12,500,000	2,972,259	31,936,631	47,408,890
			-------------	-------------	-------------	-------------

Macneil Holdco Limited

Company Statement of Changes in Equity

Year ended 30 November 2025

	Called up share capital	Profit and loss account	Total
	£	£	£
At 1 December 2023	12,499,900	–	12,499,900

Profit for the year		–	–

Issue of shares	12,500,000	–	12,500,000
	-------------	----	-------------
Total investments by and distributions to owners	12,500,000	–	12,500,000

Profit for the year		–	–

Issue of shares	12,500,000	–	12,500,000
	-------------	----	-------------
Total investments by and distributions to owners	12,500,000	–	12,500,000

	-------------	----	-------------
At 30 November 2025	12,500,000	–	12,500,000
	-------------	----	-------------

Macneil Holdco Limited

Consolidated Statement of Cash Flows

Year ended 30 November 2025

	2025	2024
	£	£

Cash flows from operating activities

Profit for the financial year	1,296,859	1,719,467

Adjustments for:
Depreciation of tangible assets	39,733	443,977
Other interest receivable and similar income	( 211,940)	( 33,294)
Interest payable and similar expenses	180,244	586,289
(Gains)/loss on disposal of investment property	( 489,403)	35,507
Tax on profit	260,788	668,349
Accrued (income)/expenses	( 130,630)	17,449

Changes in:
Trade and other debtors	( 94,374)	( 3,135,056)
Trade and other creditors	( 1,123,911)	1,170,241
	------------	------------
Cash generated from operations	( 272,634)	1,472,929

Interest paid	( 180,244)	( 586,289)
Interest received	211,940	33,294
Tax paid	( 528,339)	( 450,842)
	---------	------------
Net cash (used in)/from operating activities	( 769,277)	469,092
	---------	------------

Cash flows from investing activities

Purchase of tangible assets	( 357,072)	( 167,252)
Proceeds from sale of tangible assets	1,198,547	500,000
	------------	------------
Net cash from investing activities	841,475	332,748
	------------	------------

Cash flows from financing activities

Proceeds from borrowings	–	( 424,474)
Payments of finance lease liabilities	( 60,417)	( 9,800)
	------------	------------
Net cash used in financing activities	( 60,417)	( 434,274)
	------------	------------

Net increase in cash and cash equivalents	11,781	367,566
Cash and cash equivalents at beginning of year	1,454,317	1,086,751
	------------	------------
Cash and cash equivalents at end of year	1,466,098	1,454,317
	------------	------------

Macneil Holdco Limited

Notes to the Consolidated Financial Statements

Year ended 30 November 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Macneil House, 9-17 Lodge Lane, London, N12 8JH.

2. Statement of compliance

These consolidated financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity. Merger accounting The consolidated financial statements incorporate the financial statements of the company and all its subsidiaries. The group was formed following a group reorganisation which introduced this company as the parent company of the group. The ultimate controlling party remained the same following the reconstruction. As a result the directors have accounted for the transaction under the principals of merger accounting within FRS102. The comparatives have been presented within the group statement of income and retained earnings for the year ended 30 November 2024 and within the statement of financial position as at 30 November 2024 even though the group did not exist at this time. As a consolidated statement of income and retained earnings is published, a separate statement of income and retained earnings for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

Disclosure exemptions

The group is not entitled to reduced disclosures under FRS 102.

Consolidation

The consolidated financial statements consolidate the consolidated financial statements of Macneil Holdco Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Valuation of land and buildings The group carries its property used in the business at fair value, with changes in fair value being recognised through other comprehensive income. The group has consulted with external valuers to ascertain the fair value of the land and buildings. The valuation of the group’s land and buildings is inherently subjective due to, among other factors, the individual nature, location and condition of the nursing home premises. The land element of the land and buildings is also a subjective judgement. As a a result the valuation is subject to a degree of uncertainty. The most recent external valuation took place in January 2021 and was reflected in the 2020 financial statements. Since then the Directors have assessed the market value of the property each year and deem the net book value to be materially in line with the market value at the year-end date. Deferred tax has been recognised on revalued property, based on the estimated fair value at the year-end date. Valuation of investment properties The directors have assessed the fair value of investment properties at year end. In determining the fair value of the investment properties, the directors made use of historical and current market data, as well as existing lease agreements and third party valuations. The valuation of the company’s investment properties is inherently subjective due to, among other factors, the individual nature, location and condition of the properties. As a result the valuation is subject to a degree of uncertainty. Related party debtors Included in the accounts are amounts due from companies under the control of Mr N J Lukka and members of his close family. The directors have considered the quality and performance of the underlying assets and deemed these amounts to be recoverable and not impaired.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

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. Lease income is recognised in profit or loss on a straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on a straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.

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:

Land and buildings	-	2% straight line
Plant and machinery	-	15% reducing balance
Fixtures and fittings	-	15% reducing balance
Motor vehicles	-	25% reducing balance

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Income from investments is recorded on a receipts basis.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

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.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.

4. Turnover

Turnover arises from:

	2025	2024
	£	£
Nursing home fees	–	6,687,086
Rental income	1,505,187	1,537,856
	------------	------------
	1,505,187	8,224,942
	------------	------------

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

5. Other operating income

	2025	2024
	£	£
Other operating income	–	2,247
	----	-------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2025	2024
	£	£
Depreciation of tangible assets	39,733	443,977
(Gains)/loss on disposal of investment property	( 489,403)	35,507
Impairment of trade debtors	–	(1,200)
	---------	---------

7. Auditor's remuneration

	2025	2024
	£	£
Fees payable for the audit of the consolidated financial statements	18,000	12,000
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Production staff	–	114
Administrative staff	3	2
Management staff	–	2
	----	----
	3	118
	----	----

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

	2025	2024
	£	£
Wages and salaries	127,401	3,437,650
Social security costs	6,712	332,789
Other pension costs	3,107	86,885
	---------	------------
	137,220	3,857,324
	---------	------------

9. Directors' remuneration

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

	2025	2024
	£	£
Remuneration	–	28,333
	----	--------

10. Interest payable and similar expenses

	2025	2024
	£	£
Interest on banks loans and overdrafts	180,179	582,075
Interest on obligations under finance leases and hire purchase contracts	–	3,463
Other interest payable and similar charges	65	751
	---------	---------
	180,244	586,289
	---------	---------

11. Tax on profit

Major components of tax expense

	2025	2024
	£	£

Current tax:

UK current tax income	254,430	665,694

Deferred tax:

Origination and reversal of timing differences	6,358	2,655
	---------	---------
Tax on profit	260,788	668,349
	---------	---------

Reconciliation of tax expense

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

	2025	2024
	£	£
Profit on ordinary activities before taxation	1,557,647	2,387,816
	------------	------------
Profit on ordinary activities by rate of tax	388,671	581,853
Effect of expenses not deductible for tax purposes	447	11,934
Effect of capital allowances and depreciation	( 128,330)	77,350
Marginal relief	–	(2,788)
	------------	------------
Tax on profit	260,788	668,349
	------------	------------

12. Tangible assets

Group	Land and buildings	Plant and machinery	Fixtures and fittings	Motor vehicles	Investment property	Total
	£	£	£	£	£	£
Cost
At 1 Dec 2024	16,587,929	14,531	2,474,850	79,949	23,052,664	42,209,923
Additions	–	7,547	20,292	42,694	286,539	357,072
Disposals	( 16,587,929)	–	( 1,421,985)	( 79,949)	( 486,678)	( 18,576,541)
	-------------	--------	------------	--------	-------------	-------------
At 30 Nov 2025	–	22,078	1,073,157	42,694	22,852,525	23,990,454
	-------------	--------	------------	--------	-------------	-------------
Depreciation
At 1 Dec 2024	1,231,560	6,844	1,796,821	20,254	–	3,055,479
Charge for the year	–	2,285	35,961	1,487	–	39,733
Disposals	( 1,231,560)	–	( 921,739)	( 20,254)	–	( 2,173,553)
	-------------	--------	------------	--------	-------------	-------------
At 30 Nov 2025	–	9,129	911,043	1,487	–	921,659
	-------------	--------	------------	--------	-------------	-------------
Carrying amount
At 30 Nov 2025	–	12,949	162,114	41,207	22,852,525	23,068,795
	-------------	--------	------------	--------	-------------	-------------
At 30 Nov 2024	15,356,369	7,687	678,029	59,695	23,052,664	39,154,444
	-------------	--------	------------	--------	-------------	-------------

The company has no tangible assets.

Tangible assets held at valuation

At 30 November 2025, the comparable historic cost of investment properties included at valuation was £19,345,610 (2024: £19,345,610). The directors have assessed the fair value of investment properties at year end. In determining the fair value of the investment properties, the directors made use of historical and current market data, as well as existing lease agreements and third party valuations by RICS certified property consultants.

13. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 December 2024 and 30 November 2025	200
	----
Impairment
At 1 December 2024 and 30 November 2025	–
	----

Carrying amount
At 1 December 2024 and 30 November 2025	200
	----
At 30 November 2024	200
	----

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
Macneil Limited	Ordinary	100
Macneil Properties Limited	Ordinary	100

The registered office of the subsidiaries is Macneil House, 9-17 Lodge Lane, London, N12 8JH. Both companies are incorporated in England and have been consolidated in these financial statements. Macneil Properties Ltd has claimed the exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

14. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade debtors	70,364	548,601	–	–
Amounts owed by undertakings in which the company has a participating interest	–	60,775	–	–
Prepayments and accrued income	71,281	100,671	–	–
Directors loan account	–	270	–	–
Other debtors	26,938,016	26,274,869	12,500,000	24,999,900
	-------------	-------------	-------------	-------------
	27,079,661	26,985,186	12,500,000	24,999,900
	-------------	-------------	-------------	-------------

15. Creditors: amounts falling due within one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Bank loans and overdrafts	120,704	2,647,063	–	–
Trade creditors	39,345	185,873	–	–
Amounts owed to group undertakings	–	–	200	200
Amounts owed to undertakings in which the company has a participating interest	879,592	879,592	–	–
Accruals and deferred income	143,178	273,808	–	–
Corporation tax	179,430	453,339	–	–
Social security and other taxes	1,965	106,623	–	–
Obligations under finance leases and hire purchase contracts	–	7,121	–	–
Director loan accounts	3,115	–	–	–
Other creditors	77,694	12,025,009	–	–
	------------	-------------	----	----
	1,445,023	16,578,428	200	200
	------------	-------------	----	----

Bank loans and overdrafts are secured by a legal charge over the freehold property and a debenture over the assets of the company as well as a cross-guarantee given by other companies under the control of the shareholder. The loans are repayable on a monthly basis and interest of bases rates plus 1.25%, 2.15% and 2.25% is payable on these loans.

At 30 November 2025, the net bank loans subject to cross guarantee amounted to £14.4m (2024: £24.8m).

There is a second tier fixed and floating charge over the assets of the company.

16. Creditors: amounts falling due after more than one year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Bank loans and overdrafts	2,245,905	4,764,536	–	–
Obligations under finance leases and hire purchase contracts	–	53,296	–	–
	------------	------------	----	----
	2,245,905	4,817,832	–	–
	------------	------------	----	----

Bank loans and overdrafts are secured by a legal charge over the freehold property and a debenture over the assets of the company as well as a cross-guarantee given by other companies under the control of the shareholder. The loans are repayable on a monthly basis and interest of bases rates plus 1.25%, 2.15% and 2.25% is payable on these loans.

At 30 November 2025, the net bank loans subject to cross guarantee amounted to £14.4m (2024: £24.8m).

There is a second tier fixed and floating charge over the assets of the company.

17. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	–	7,121	–	–
Later than 1 year and not later than 5 years	–	53,296	–	–
	----	--------	----	----
	–	60,417	–	–
	----	--------	----	----

18. Provisions

Group	Deferred tax (note 19)
	£
At 1 December 2024	2,776,171
Additions	6,358
Group restructure	(2,267,793)
	------------
At 30 November 2025	514,736
	------------

The company does not have any provisions.

19. Deferred tax

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

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Included in provisions (note 18)	514,736	2,776,171	–	–
	---------	------------	----	----

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

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Accelerated capital allowances	9,400	79,155	–	–
Fair value adjustment of investment property	505,396	505,396	–	–
Pension plan obligations	( 60)	( 148)	–	–
Capital gains	–	2,191,768	–	–
	---------	------------	----	----
	514,736	2,776,171	–	–
	---------	------------	----	----

20. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 3,107 (2024: £ 86,885 ).

21. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 1 each	12,500,000	12,500,000	12,500,000	12,500,000
	-------------	-------------	-------------	-------------

22. Reserves

Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Profit and loss account - This reserve records retained earnings and accumulated losses. The profit and loss account includes £3.98m (2024 - £3.98m) in respect of unrealised gains arising on investment properties.

23. Analysis of changes in net debt

	At 1 Dec 2024	Cash flows	At 30 Nov 2025
	£	£	£
Cash at bank and in hand	1,454,317	11,781	1,466,098
Debt due within one year	(3,533,776)	2,530,365	(1,003,411)
Debt due after one year	(4,817,832)	2,571,927	(2,245,905)
	------------	------------	------------
	( 6,897,291)	5,114,073	( 1,783,218)
	------------	------------	------------

24. Operating leases

As lessee

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	248,000	1,291,130	–	–
Later than 1 year and not later than 5 years	992,000	4,960,000	–	–
Later than 5 years	2,930,000	15,890,000	–	–
	------------	-------------	----	----
	4,170,000	22,141,130	–	–
	------------	-------------	----	----

Macneil Holdco Limited

Notes to the Consolidated Financial Statements (continued)

Year ended 30 November 2025

24. Operating leases (continued)

As lessor

The total future minimum lease payments receivable under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Not later than 1 year	172,838	1,193,364	–	–
Later than 1 year and not later than 5 years	–	2,791,045	–	–
Later than 5 years	–	4,149,267	–	–
	---------	------------	----	----
	172,838	8,133,676	–	–
	---------	------------	----	----

25. Directors' advances, credits and guarantees

At the year end the group owed £3,115 to Mr N J Lukka (2024: £270), inclusive of interest, which was repaid within 9 months of the year-end.

26. Related party transactions

Group

The assets of the group are subject to a cross-guarantee given in relation to the borrowings of other companies under the control of the shareholders. At the year end the group was owed £5.3m (2024: £5.3m) by BNJ Investments Limited, a company owned by Mr B N Lukka , a director of the group. The group charged no interest on this loan in the current period. At the year end the group was owed £3.4m (2024: £3.4m) by RZV Group Limited, a company jointly owned by Mrs S N Vithlani, daughter of Mr N J Lukka, and her spouse Mr J Vithlani. The group charged no interest on this loan in the current period. At the year end the group was owed £3.3m (2024: £3.3m) by SJV Group Limited, a company jointly owned by Mrs S N Vithlani, daughter of Mr N J Lukka, and her spouse Mr J Vithlani. The group charged no interest on this loan in the current period. At the year end the group was owed £361k (2024: £nil) by Oakley Wood Limited, a company jointly controlled by Mr N J Lukka, and Mr B N Lukka . The group charged no interest on this loan in the current period. At the year end the group was owed £5k (2024: £nil) by Lukka Properties Limited, a company jointly controlled by Mr N J Lukka, and Mr B N Lukka . The group charged no interest on this loan in the current period. At the year end the group was owed £82.6k (2024: £81.7k) by Macneil Devdas Limited, a company jointly controlled by Mr N J Lukka, and Mr B N Lukka . The group charged no interest on this loan in the current period. At the year end the group was owed £638k (2024: £638k) by Macneil Bootsey Brogan Limited, a company jointly controlled by Mr N J Lukka, and Mr B N Lukka . The group charged no interest on this loan in the current period.

Company

The company has taken advantage under FRS102 section 1A not to disclose transactions with other 100% owned group companies.

27. Controlling party

The directors consider the group was not under the control of any one party during the year.