The directors present the strategic report for the year ended 31 December 2025.

The principal activity of the parent company is that of a holding company. The principal activity of the group is the operation of care home facilities and the operation of a stud farm and raising of horses.

The Conway Group was restructured effective 27 August 2025, therefore from this date and at 31 December 2025, Conway Holdings No. 2 Ltd became the parent company of the following entities:

• Brooklands Healthcare Limited

• Merit Retail Limited

• Merit Homes Limited

• Carswood Limited

• Glenbrook Stud Limited

There has been no change to the ownership of the group as a result of the restructuring.

The group's turnover has increased due to an increase in rates charged. The directors consider the results for the period to be satisfactory. The group will continue to seek every opportunity to increase profitable turnover.

The group's operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs. Given the size of the group, the directors have assumed responsibility for the monitoring of financial risk management.

In accordance with the requirement to analyse the key risks and uncertainties facing the future development of the group, the following have been identified:

• Price risk

The group is exposed to commodity price risk. However, given the size of the group's operations, the costs of managing exposure to commodity price risk exceed any potential benefits. The directors will keep this policy under review having regard to the group's operations and any change in size or nature.

• Credit risk

The group is exposed to credit risk due to its policy of giving credit to residents. However given the nature of the group's activities, the exposure to credit risk is minimal.

• Liquidity risk

The group has financing facilities in place that are designed to ensure there are sufficient available funds for operations and planned expansions.

• Interest rate cash flow risk

The group has interest bearing liabilities. The group has a policy of monitoring its debt finance to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature.

The directors consider revenue, cash at bank and in hand & net assets to be important financial and operational measures of the group’s performance.

Measure                2025    2024

Revenue                £45.6m    £34.0m

Net assets                £22.8m    £58.7m

Cash at bank and in hand            £25.5m    £14.6m

Management continues to monitor operational indicators relevant to the business.

The directors have acted in a way which they consider, in good faith, to be most likely to promote the success of the group for the benefit of its members as a whole, while having regard to the matters set out in section 172(1) of the Companies Act 2006.

In doing so, the directors have considered the long-term sustainability of the business, including the provision of high-quality care to residents, maintaining safe and well-managed care home facilities, and complying with relevant regulatory requirements. The directors recognise that the group’s success is dependent on its relationships with residents, their families, employees, healthcare professionals, local authorities, regulators and suppliers.

The group seeks to support and retain its employees through appropriate training, supervision and working practices, recognising the importance of staff in delivering consistent standards of care. The directors also consider the needs and wellbeing of residents and aim to maintain open communication with residents, families and other stakeholders.

The directors are mindful of the group’s impact on the wider community and seek to operate responsibly, ethically and in accordance with applicable laws and regulations. Decisions during the year were made with consideration of these stakeholder interests and the long-term success of the group.

On behalf of the board

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

The results for the year are set out on page 11.

As part of the group restructuring effective 27 August 2025, Brooklands Healthcare Limited, a subsidiary of Conway Holdings No.2 Ltd at the year end, paid dividends in the amount of £45m to its parent company at that time, P J Conway Contractors Limited.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Research and development activities of the group are related to provision of specialist healthcare facilities and services.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The auditor, Moore (N.I.) LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

This is the group’s first year of reporting energy use and associated greenhouse gas emissions under the Streamlined Energy and Carbon Reporting requirements. The group operates care home facilities and a stud farm, and recognises the importance of monitoring energy consumption and managing its environmental impact.

The disclosures below set out the group’s energy usage and associated carbon emissions for the reporting period, together with the methodology applied in preparing the information. As this is the first year of reporting, no prior year comparative information has been presented. The group intends to use this information as a basis for monitoring future performance and identifying opportunities to improve energy efficiency across its operations.

GHG Emissions TC02e

* tC02e represents Tonnes Carbon Dioxide Equivalent.

* We have accounted for at least Scopes 1, 2 & 3 mandatory reporting.

* Estimations of data were within the 0 – 10% banding for information included within the above table.

* Outside of Scopes information as per guidance and transparency purposes account for 0.44tCO2e.

* Scopes 2 & 3 includes data that is optional for reporting on under SECR compliance as per GHG protocol guidance.

We have quantified and reported our organisational greenhouse gas (GHG) emissions according to the (GHG) Reporting Protocol.

Energy use data has been collated and converted into Carbon Dioxide equivalent (CO2e) using the most up to date (March 2019) HM Government Environmental Reporting guidelines along with along with the 2025 UK Government Conversion Factors for Company Reporting (DESNZ).

We have used reliable and obtainable data typical of our operations throughout where applicable.

We have chosen to use the operational boundary approach.

Please note that Scope 3 emissions data do not account for all of Scope 3. Mandatory Scope requirements have been met in addition to the inclusion of some voluntary information for transparency reporting purposes.

Total energy use scope 1 & 2

Sustainability approach

The group is committed to promoting sustainability. The promotion of a broader sustainability agenda is integral to our professional activities and the management of the organisation. We realise the need to manage environmental matters across all of our operations to ensure future sustainability. We work closely with government agencies and local authorise in our commitment to:

• Prevent and reduce environmental impact in the areas of waste, water, energy and air quality.

• In the procurement of goods and services we seek to ensure our supply chain has responsible social and environmental practice which take sustainability into consideration.

• Seek to fully comply with environmental regulations and adopt best practice wherever practicable

• Identify and pursue opportunities to minimise the environmental impact of our operations, in relation to improving energy efficiency, cost effective and efficient procurement, use of renewable resource.

• Minimising the impact of travel by encouraging staff to use public transport and making available the use of telephone and video conference facilities.

Low carbon projects/environmental action taken

The following carbon saving initiatives have been implemented during the current financial year:

• Purchasing substantial amount of energy from an energy company which seeks to obtain generation of power from renewable source. This includes significant generation from companies which are commonly owned, that generate substantial power from wind turbines and also have plans to grow renewable generation potential via solar projects.

• Microsoft teams meetings encouraged where possible to minimise travel.

• Rental properties for staff located within walking distance of facilities to encourage more walking and reduce usage of motor vehicles.

• Construction team collaborating with inhouse operation & maintenance teams to improve energy and machine efficiency at all of our sites. - Compliance with waste regulation and recycling promotion throughout group operations.

• LED light fitting and occupancy sensor installed in offices. Energy usage monitored monthly. Standby modes enabled for office equipment

• Energy saving design implemented in the refurbishment of our head office and other sites.

• Continued investment in environmental/sustainability training to upskill employees.

Targets

The group have engaged in developing both short and long-term targets for energy consumption and emissions. The following areas will be considered jointly:

• Solicit cost proposals for the optimal deployment of additional roof mounted solar panels and other options for generating energy via use of solar power.

• Market research is being undertaken to determine the most cost effective, non-intrusive and portable energy metering with a view to introducing effective monitoring and targeting of energy consumption.

• Reduce up to 75% of all emissions by 2043.

• Achieve in line with EU & UK target set of Net Zero by 2050.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Qualified opinion on financial statements

We have audited the financial statements of Conway Holdings No. 2 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

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

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

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

Basis for qualified opinion

Included in the stock figure reflected in the financial statements is the valuation put on the group's stock of horses. At 31 December 2025 the directors deem that these horses have a total value of £1,270,592. We were unable to agree a means to satisfy ourselves over the valuation figure used. Consequently we were unable to determine whether any adjustment to this amount was necessary.

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

Conclusions relating to going concern

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

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

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

Other information

The 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.

As described in the Basis for Qualified Opinion section of our report, we were unable to satisfy ourselves concerning the valuation of horse stock held at 31 December 2025, which is stated at a value of £1,270,592 in the financial statements. We have concluded that where the other information refers to the stock figure or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, In our opinion, based on the work undertaken in the course of our 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.

In respect solely of the limitation on our work relating to horse stock, described above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit, and

• we were unable to determine whether adequate accounting records had been maintained.

Except for the matter described in the Basis for Qualified Opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their 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 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the group.

Based on our understanding of the group and its operating environment, we determined that the most significant frameworks which have a direct impact on the preparation of the financial statements are those related to the reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations.

Other laws and regulations which may have a material effect on the financial statements were identified as regulations associated with provision of residential care services, employment law, health and safety and environmental regulations. Our required procedures in this area are limited to inquiry of Directors and other management, and inspection of any regulatory or legal correspondence. These limited procedures did not identify any actual or suspected non-compliance.

We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, including evaluating management's incentives and opportunities to manage earnings or influence the reported results. From the results of our assessment, we determined that the principal risk of fraud related to posting inappropriate journal entries. In common with all audits under ISAs (UK), we are required to perform specific procedures to respond to the risk of management override.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. Audit procedures performed by the engagement team included:

• We obtained an understanding of the group's internal control systems in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group's internal control.

• We obtained an understanding of how the group complies with relevant laws and regulations, by making enquiries of management and those charged with governance.

• Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.

• Enquiry of entity staff to identify any instances of non-compliance with laws and regulations.

• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud

• Reviewing minutes of management and directors meetings

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

• We test the completeness of sales to address the risk of fraud in revenue recognition.

• 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 that are unusual or outside the normal course of business.

• Auditing the risk of fraud through inappropriate payments by checking for a sample that payments were appropriately authorised, made to a legitimate supplier and had a legitimate business purpose.

We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment through collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2024 - £0 profit).

Conway Holdings No. 2 Ltd (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is .

The group consists of Conway Holdings No. 2 Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Conway Holdings No. 2 Ltd together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Merger accounting

Conway Holdings No. 2 Ltd is preparing consolidated financial statements incorporating the company's subsidiaries by applying merger accounting. As the relative rights of shareholders are preserved, the directors consider it is appropriate to use merger accounting to present consolidated information for the group as if the new legal structure had always existed. This will ensure that the shareholders receive useful information about their investment on an ongoing basis, recognising that there has been no change in the substance of their investment.

The directors have elected to present financial information for a 12-month period with 12-month comparatives, thereby providing the shareholders with continuous information about the performance of the group.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is primarily generated by the group from fees generated from the group's residential care homes. Revenue is also earned from prize money receivable from the group’s horse racing activities.

The group recognises revenue from the following major sources:

• Income from the provision of residential care services

• Income from horse racing activities

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its care home services, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Prize winnings are recognised when the race has taken place, the official result has been confirmed, and the group’s entitlement to the prize money is established. Income is measured at the fair value of amounts receivable, net of any directly attributable deductions, levies or amounts payable to third parties where applicable.

Amounts not received by the year end are included within trade and other receivables where receipt is considered probable and the amount can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Residential care consumables

Stock of consumables used in connection with the group's residential care services is included within stock at the lower of cost and net realisable value.

Bloodstock

Bloodstock held in connection with the company's horse stud farm and racing operations is included within stock.

Bloodstock comprises horses held for breeding, racing and eventual sale, including foals, yearlings and other bloodstock. Cost includes the purchase price of horses and any directly attributable costs incurred in bringing the horses to their present location and condition. For homebred horses, cost includes relevant breeding, nomination, keep, veterinary and other directly attributable costs.

The valuation of horses in racing is assessed by the directors at the reporting date with reference to the estimated open market value of each horse. In making this assessment, the directors consider factors including racing performance, pedigree and parentage, condition, age, future potential and recent market transactions for comparable horses.

Where the estimated net realisable value of bloodstock is lower than cost or valuation, an impairment provision is recognised in the profit and loss account. Any reversal of previous write-downs is recognised when the circumstances giving rise to the reduction in value no longer apply.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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.

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.

The valuation of stock includes an estimate of the fair value of horses held at the reporting date. The directors assess the fair value of each horse by reference to relevant factors including performances in races, deemed future potential based on parentage and pedigree, and recent open market sales transactions for horses considered comparable.

The valuation of bloodstock is inherently judgemental due to the specialist nature of the market and the individual characteristics of each horse. Actual proceeds realised on any future sale may differ from the amounts recognised in the financial statements.

Revenue is wholly attributable to activities carried out in Northern Ireland.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

During the year, the Group undertook a restructuring exercise. As part of this arrangement, a property with a fair value of £2,100,000 was transferred to an entity controlled by the directors.

Details of the company's subsidiaries at 31 December 2025 are as follows:

The long-term loans are secured by fixed charges over freehold land and buildings.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company the following classes of ordinary shares:

• A2 Ordinary shares which carry full voting rights;

• B2 Ordinary shares which carry rights to participate in a distribution including in a winding up situation;

• C2 Ordinary shares which carry rights to participate in dividends, as voted; and

• D2 Ordinary shares which carry rights to participate in dividends, as voted.

At the start of the period, Conway Holdings No. 2 Ltd had 1 ordinary share in issue, which was held by Mr P J Conway. During the period, the Conway Group was restructed effective 27 August 2025 and on this date:

• Conway Holdings No. 2 Ltd allotted 192,729,343 ordinary shares in exchange for acquiring 100% of the share capital in Conway Holdings No. 1 Ltd;

• the ordinary share issued on incorporation was cancelled by reduction of capital and Conway Holdings No. 1 Ltd was demerged from the group to Conway Holdings No. 3 Ltd;

• 100,011,817 ordinary shares were cancelled by reduction of capital.

At the period end, the 92,717,526 ordinary shares in issue of were held entirely by the company's shareholders.

The Conway Group was restructured effective 27 August 2025, therefore from this date and at 31 December 2025, Conway Holdings No. 2 Ltd became the parent company of the Conway Holdings No. 2 Ltd Group. The directors have elected to prepare the consolidated accounts by applying merger accounting. The merger reserve represents the difference between the nominal value of the shares issued by the Company and the carrying value of the net assets or shares acquired, recorded in accordance with merger accounting principles. The reserve is a capital reserve and is not regarded as distributable.

As part of the group restructuring effective 27 August 2025, Brooklands Healthcare Limited, a subsidiary of Conway Holdings No.2 Ltd at the year end, paid dividends in the amount of £45m to its parent company at that time, P J Conway Contractors Limited.

Conway Holdings No. 2 Ltd is the ultimate parent of the Conway Holdings No.2 Ltd Group. The ultimate controlling party of Conway Holdings No. 2 Ltd are the company's shareholders.