ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 03109969

GRAHAM CARE (YB) LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

TWP Accounting LLP

Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

GRAHAM CARE (YB) LIMITED

COMPANY INFORMATION

Directors	Dr K E Graham
	W E Graham


Company secretary	W E Graham


Registered number	03109969


Registered office	20 Cranley Road
	Hersham
	Walton-on-Thames
	Surrey
	KT12 5BP


Independent auditor	TWP Accounting LLP
	Chartered Accountants & Statutory Auditors
	The Old Rectory
	Church Street
	Weybridge
	Surrey
	KT13 8DE

GRAHAM CARE (YB) LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 5
Independent Auditor's Report	6 - 9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 24

GRAHAM CARE (YB) LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

We present a balanced and comprehensive review of the development and performance of the Company during the year and of its position at the year end. This review is prepared in accordance with the requirements of the Companies Act 2006 and reflects the size and nature of the Company's operations.
The Company is an intermediate holding company within the Group structure. During the year a number of subsidiary homes — Hazeldene House Limited, Hawkinge House Limited, Hawkhurst House Limited and Woodchurch House Limited — were disposed of as part of the Group’s restructuring in August 2025.
Following these transactions the Company now holds Harpwood House Limited and Rodwell House Limited as its remaining operating subsidiaries.

Key Performance Indicators
			2025	2024

Turnover	£39,128,882	£49,126,167
EBITDAR	£13,871,426	£16,995,431

As a result of the disposals completed in August 2025, the scale of operations within the Company has reduced compared with the previous year.
The Company continues to support its remaining subsidiaries in maintaining high quality standards of care. The Directors continue to take immediate measured steps to address and deal with any matters requiring improvement including and not limited to the agreement of specific action plans with the Care Quality Commission.
Cost pressures within the sector remain significant, particularly arising from increases in the National Living Wage and Employer National Insurance Contributions.
Digital Platform and Care Innovation
The Company benefits from the Group’s continued investment in digital systems designed to support regulatory compliance and improve the delivery of personalised care across its subsidiary homes. During the year further tools incorporating artificial intelligence were introduced to assist with monitoring compliance, reviewing care plans and analysing care delivery.
The Group has adopted a well-being based care planning framework structured around five pillars of well-being: eating, sleeping, moving, thinking and relating. These pillars underpin a more personalised approach to care planning and provide a structured framework for monitoring resident well-being within the homes operated by the Group.

Page 1

GRAHAM CARE (YB) LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Distinguishing Features
1. Care Suites
The Group’s care homes are based around the care suite model, which provides approximately 20–27m² for each resident compared with around 15–18m² in a typical purpose-built care home. This enables residents to regard the suite as their home rather than simply their bedroom and contributes significantly to their well-being.
2. Relationship Centred Care TM
The Group adopts Relationship Centred Care™ as its principal philosophy of care. This builds on the concept of person-centred care by recognising that resident well-being is closely linked to the quality of relationships between residents, staff, families and friends.
3. Servant leadership
The Group also follows a servant leadership model of management, which emphasises service, engagement and the development of people throughout the organisation. This approach recognises the importance of empowering staff and supporting them in delivering the highest standards of care.

Directors' Statement of Compliance

The directors of Graham Care (YB) Limited consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company and the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in section 172(1)(af) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2025.

This report was approved by the board on 22 September 2026 and signed on its behalf.

W E Graham

Director

Page 2

GRAHAM CARE (YB) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Principal activity

The principal activity of the group was the provision of accommodation and care for people with ongoing personal nursing care needs.

Results and dividends

The profit for the year, after taxation, amounted to £84,010,340 (2024 - £11,443,949).

During the year the company paid dividends of £168,751,138 (2024 - £nil).

Directors

The directors who served during the year were:

Dr K E Graham

W E Graham

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

The 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

GRAHAM CARE (YB) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Charitable Donations

During the year, the company made charitable donations for the general purposes of the following charities:
£6,000 INSIGHT (RBK Schools Christian Worker Trust)
£1,000 Kings Church Walton
£4,000 Synergy Christian Trust
£5,000 MISSION CARE - Contribution as a direct payment to Mission Care
£10,000 Binscombe Church
£12,000 LAYTON COMMUNITY CHURCH - Donation to Layton Community Church
£18,750 THE GLOBE CHURCH - The Globe Church Donation
£20,000 Co-Mission Initiative Trust
£25,000 Wycliffe Bible Translators
£39,600 Christianity Explored
£50,000 The Rock Foundation
£80,000 The Word One to One
£221,532 Spurgeon's College

Employee involvement

The group operates a framework for employee information and consultation, which complies with the requirements of the Information and Consultation of Employees Regulations 2004. During the year, the policy of providing employees with information about the group has continued by holding regular meetings between local management and employees. These meetings allow a free flow of information and ideas.

Engagement with suppliers, customers and others

We aim to treat our supply chains fairly and transparently and to work together to deliver high quality care to our residents. Our industry needs are changing, becoming more complex and requiring increasing levels of investment in technology. It is critically important that we listen closely to our customers, be easy to work with and deliver industry leading care. The Company continues to engage directly with its suppliers and customers.

Disabled employees

The group gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where existing employees become disabled, it is the group's policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group consists of medium sized subsidiaries and the company’s energy consumption is below 40,000 kWh per annum. The company and group are exempt from providing the disclosures set out in the Streamlined Energy and Carbon Reporting (SECR) requirements.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 4

GRAHAM CARE (YB) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor

The auditor, TWP Accounting LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 22 September 2026 and signed on its behalf.

................................................

W E Graham

Director

Page 5

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) LIMITED

Opinion

We have audited the financial statements of Graham Care (YB) Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 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 Company's affairs as at 31 December 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Page 6

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

∙the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 7

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) LIMITED (CONTINUED)

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:

∙Obtain an understanding of the policies and procedures management have in place to detect and prevent fraud and non-compliance with laws and regulations.

∙Enquire of management any cases of actual or suspected fraud and non-compliance with laws and regulations.

∙Enquire of management and those charged with governance around actual and potential litigation and claims.

∙Reviewing minutes of meetings of those charged with governance.

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Assess the key risk areas within the financial statements which are susceptible to fraud or error and design our audit approach thereon.

∙Perform substantive tests on a sample of transactions throughout the financial statements to ensure that no material errors have been identified.

∙Perform cut off tests on a sample of transactions to ensure income has been accounted for in the correct period.

∙Review of after year end information to ensure expenditure has been accounted for in the correct period.

∙Perform analytical review procedures to identify any irregularities and investigation thereon.

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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

Page 8

GRAHAM CARE (YB) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GRAHAM CARE (YB) LIMITED (CONTINUED)

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.

Philip Munk FCA, FCCA (Senior Statutory Auditor)

for and on behalf of

TWP Accounting LLP

Chartered Accountants

Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE

22 September 2026

Page 9

GRAHAM CARE (YB) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	82,475	94,572
Cost of sales		(1,464,031)	(1,943,923)
Gross loss		(1,381,556)	(1,849,351)
Administrative expenses		(41,491)	(64,568)
Operating loss	5	(1,423,047)	(1,913,919)
Income from shares in group undertakings	8	5,647,437	15,162,157
Profit on disposal of subsidiaries	8	80,793,662	-
Interest receivable and similar income	9	368,411	259,546
Interest payable and similar expenses	10	(956,638)	(2,119,060)
Fair value movements	11	(504,399)	56,457
Profit before taxation		83,925,426	11,445,181
Tax on profit	12	84,914	(1,232)
Profit for the financial year		84,010,340	11,443,949

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 24 form part of these financial statements.

Page 10

GRAHAM CARE (YB) LIMITED

REGISTERED NUMBER: 03109969

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		959,612		1,460,170
Investments	15		2,000		5,100
			961,612		1,465,270
Current assets
Debtors: amounts falling due after more than one year	16	2,954,055		1,971,123
Debtors: amounts falling due within one year	16	72,306,610		144,119,786
Cash at bank and in hand	17	409,097		2,115,803
		75,669,762		148,206,712
Creditors: amounts falling due within one year	18	(76,372,145)		(37,671,955)
Net current (liabilities)/assets			(702,383)		110,534,757
Total assets less current liabilities			259,229		112,000,027
Creditors: amounts falling due after more than one year	19		-		(27,000,000)
Provisions for liabilities
Net assets			259,229		85,000,027

Capital and reserves
Called up share capital	22	4,000	4,000
Profit and loss account	23	255,229	84,996,027
		259,229	85,000,027

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2026.

W E Graham

Director

The notes on pages 13 to 24 form part of these financial statements.

Page 11

GRAHAM CARE (YB) LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	4,000	73,552,078	73,556,078
Comprehensive income for the year
Profit for the year	-	11,443,949	11,443,949

At 1 January 2025	4,000	84,996,027	85,000,027
Comprehensive income for the year
Profit for the year	-	84,010,340	84,010,340
Contributions by and distributions to owners
Dividends: Equity capital	-	(168,751,138)	(168,751,138)
At 31 December 2025	4,000	255,229	259,229

The notes on pages 13 to 24 form part of these financial statements.

Page 12

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Graham Care (YB) Limited is incorporated in England and Wales and limited by shares. The address of the registered office is given in the company information of these financial statements. The nature of the company's operations and principal activity is a holding company providing head office services to its wider group.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
The company have taken exemption from preparing a cashflow statement. The consolidated results and cashflow statements for the company are included within the publicly available financial statements of Blackstown Holdings Limited.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for management services provided and group staff accommodation.
Income is recognised based on the period the services and accommodation has been provided, and adjustment is made for any amounts received in advance or arrears.

2.3

Going concern

The Directors are confident that the Group and the company has adequate financial resources to continue and adopt the going concern basis in preparing the annual report and financial statements.

2.4

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, .

Depreciation is provided on the following basis:

Equipment

Items under £500 - 50% straight line
Items above £500 - 15% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.6

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 14

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.13

Pensions

When employees have rendered service to the company and group, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.
The company and group operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

2.14

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 15

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from 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.

Page 16

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Management service fees	74,216	71,960
Rent income	8,259	22,612
	82,475	94,572

All turnover arose within the United Kingdom.

Depreciation

20,622

20,287

Auditor's remuneration	16,734	14,580
Fees payable to the Company's auditor in respect of:
The auditing of accounts of subsidiaries of the Company	19,080	65,790
Other non-audit services	7,662	43,777

7.	Employees
	The company is acting as agent for group admin staff costs. The centralised admin salaries are for the whole group, and as such these costs are reallocated to the respective group companies.

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

Page 17

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Income from investments
		2025	2024
		£	£

Dividends from subsidiaries	5,647,437	15,162,157
	5,647,437	15,162,157

Profit/(Loss) on disposal of subsidiaries	80,793,662	-
	80,793,662	-

9.	Interest receivable
		2025	2024
		£	£

Non trading loan interest with group undertakings	142,515	126,851
Other interest receivable	225,896	132,695
	368,411	259,546

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Bank interest payable	956,638	2,119,060
		956,638	2,119,060

11.	Fair value movements
		2025	2024
		£	£

Surplus/(Deficit) on revaluation of investment properties	(504,399)	56,457
	(504,399)	56,457

Page 18

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	41,186	(12,882)
Deferred taxation on revaluation of investment properties	(126,100)	14,114
Total deferred tax	(84,914)	1,232


	Taxation on (loss)/profit on ordinary activities	(84,914)	1,232

Profit on ordinary activities before tax

83,925,426

11,445,181

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	20,981,357	2,861,295
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	27,904	63,727
Capital allowances for year in excess of depreciation	(46,200)	(65,513)
Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax	9	(113)
Short-term timing difference leading to an increase (decrease) in taxation	41,185	(12,882)
Deferred taxation on revaluation of investment properties	(126,100)	14,114
Profit on disposal of subsidiaries	(20,198,416)	-
Dividends from UK companies	(1,411,859)	(3,790,539)
Fair value movements	126,100	(14,114)
Group relief	521,106	945,257
Total tax charge for the year	(84,914)	1,232

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Dividends
		2025	2024
		£	£

	Dividends to parent	168,751,138	-
		168,751,138	-

14.	Tangible fixed assets

	Investment property	Equipment	Total
	£	£	£
Cost or valuation
At 1 January 2025	1,369,398	142,923	1,512,321
Additions	-	24,462	24,462
Revaluations	(504,398)	-	(504,398)
At 31 December 2025	865,000	167,385	1,032,385
Depreciation
At 1 January 2025	-	52,151	52,151
Charge for the year on owned assets	-	20,622	20,622
At 31 December 2025	-	72,773	72,773
Net book value
At 31 December 2025	865,000	94,612	959,612
At 31 December 2024	1,369,398	90,772	1,460,170

The accumulated historical cost and revaluation for investment properties are £559,908 and £305,092 respectively, amounting to a revalued cost of £865,000.

Page 20

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)


Cost	559,908	559,908
Accumulated depreciation	(156,213)	(145,015)
Net book value	403,695	414,893

15.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	5,100
	Disposals	(3,100)
	At 31 December 2025	2,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

	Rodwell House Limited	Ordinary	100%
	Harpwood House Limited	Ordinary	100%

The principal activity for the subsidiaries is the provision of nursing and residential care services.
On 18 August 2025, the Company sold its entire shareholding of four wholly owned subsidiaries, Hawkinge House Limited, Hazeldene House Limited, Hawkhurst House Limited and Woodchurch House Limited.

16.	Debtors
		2025	2024
		£	£

	Due after more than one year
	Amounts owed by group undertakings	2,954,055	1,966,469

Page 21

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.Debtors (continued)

Prepayments and accrued income	-	4,654
	2,954,055	1,971,123

					2025	2024
					£	£

Due within one year
Amounts owed by group companies	71,902,773	143,725,558
Amounts owed by related companies	69,203	115,581
Other debtors	6,480	6,896
Prepayments and accrued income	1,455	29,966
Deferred taxation	326,699	241,785
	72,306,610	144,119,786

17.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	409,097	2,115,803
	409,097	2,115,803

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	-	13,961,040
Trade creditors	7,813	222,749
Amounts owed to group undertakings	74,843,812	23,274,920
Other taxation and social security	33,331	40,263
Other creditors	78,703	90,056
Accruals and deferred income	1,408,486	82,927
	76,372,145	37,671,955

Page 22

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	-	27,000,000
	-	27,000,000

Amounts falling due within one year
Bank loans	-	13,961,040
Amounts falling due 1-2 years
Bank loans	-	27,000,000


	-	40,961,040

On 18 August 2025, the bank loan was repaid in full.

21.	Deferred taxation

	2025	2024
	£	£

At beginning of year	241,785	243,017
Charged in the year	84,914	(1,232)
At end of year	326,699	241,785

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	381,563	422,748
Deferred tax on revaluation gains	(54,864)	(180,963)
	326,699	241,785

Page 23

GRAHAM CARE (YB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

4,000 (2024 - 4,000) Ordinary Shares shares of £1.00 each	4,000	4,000

23.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. It includes the cumulative effect of revaluations of investment properties and deferred taxation thereon totalling £250,229 which is not available for distribution as dividends until the properties are sold.

24.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £29,244 (2024 - £23,718) which are recharged within Wages and salaries to the parent company Blackstown Holdings Limited. Contributions totalling £3,952 (2024 - £4,399) were payable to the fund at the balance sheet date and are included in trade creditors.

25.

Related party transactions

During the year, the company purchased consultancy services totaling £30,000 (2024 - £30,000) from Graham Associates, a partnership controlled by the directors. At the year end, £30,000 (2024 - £30,000) were owed to the partnership.
During the year, the company provided management services totalling £74,216 (2024 - £71,960) to Dover House (GC) Limited, a company in which the majority shareholder is owned and controlled by the son of the Blackstown Holdings Limited directors. At the balance sheet date the company were owed an amount of £69,203 (2024 - £115,581) from Dover House (GC) Limited.
At the balance sheet date, the company owed £11,386 (2024: £38,446) to Harmonia Care Village Limited, a company whose majority shareholder is owned and controlled by the son of the directors of Blackstown Holdings Limited.
The company is a wholly owned subsidiary and accordingly has taken the exemptions provided within paragraph 33.1A of FRS 102 and therefore transactions with group companies have not been disclosed.

26.	Ultimate parent undertaking and controlling party

The ultimate parent undertaking is Blackstown Holdings Limited, a company limited in England and Wales. The ultimate controlling parties are W E Graham & K E Graham by virtue of shareholdings in Blackstown Holdings Limited.
The Company have taken exemption from preparing a cashflow statement. The consolidated results and cashflow statements for the Company are included within the publicly available financial statements of Blackstown Holdings Limited.

Page 24