REGISTERED NUMBER: 12251185 (England and Wales)

Financial Statements For The Year Ended 31 December 2025

for

MARIGOLD MG2 LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

I P Tagarov

J F Caceres

E Lejay

REGISTERED OFFICE:

1st Floor

5 Century Court

Tolpits Lane

Watford

Hertfordshire

WD18 9PX

REGISTERED NUMBER:

12251185 (England and Wales)

AUDITORS:

Xeinadin, Statutory Auditor

Chartered Accountants

Unit 1, Castle Court 2

Castlegate Way

Dudley

West Midlands

DY1 4RH

FIXED ASSETS

Intangible assets

4

16,408

24,613

Tangible assets

5

5,094,227

4,886,952

5,110,635

4,911,565

CURRENT ASSETS

Stocks

15,000

15,000

Debtors

6

243,229

96,566

Cash at bank and in hand

723,791

404,538

982,020

516,104

CREDITORS

Amounts falling due within one year

7

434,509

322,966

NET CURRENT ASSETS

547,511

193,138

TOTAL ASSETS LESS CURRENT LIABILITIES

5,658,146

5,104,703

PROVISIONS FOR LIABILITIES

11

482,311

420,238

NET ASSETS

5,175,835

4,684,465

CAPITAL AND RESERVES

Called up share capital

12

100,000

100,000

Share premium

3,220,316

3,220,316

Revaluation reserve

13

1,223,568

1,065,253

Retained earnings

631,951

298,896

SHAREHOLDERS' FUNDS

5,175,835

4,684,465

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 October 2026 and were signed on its behalf by:

J F Caceres - Director

1.	STATUTORY INFORMATION

MARIGOLD MG2 LTD (the "Company") is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page (page 1).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of certain classes of fixed assets, namely landandbuildings.

Turnover

Turnover represents amounts receivable for services exempt from VAT.

Turnover represents the total income received and receivable in the ordinary course of business for services provided.

Turnover comprises fees received from residents for accommodation, personal care, and nursing services, which are recognised in the period in which the services are provided. Where services are invoiced in advance, income is deferred and recognised over the period to which it relates.

Local authority and NHS funding is recognised in accordance with contractual entitlements and is matched to the period in which the related care services are delivered.

All turnover is recognised when the amount can be measured reliably, it is probable that the economic benefits will be received, and specific performance obligations have been satisfied.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

20% on cost

Freehold property - 2% on cost with a residual balance equal to the market value of the property on a vacant basis.

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

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 credited or charged to profit or loss.

Freehold property is held at valuation. Revaluations are recognised in other comprehensive income and accumulated in the revaluation reserve.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is determined on a last in, first out (LIFO) basis or another appropriate basis and includes all costs of purchase and other costs incurred in bringing the stocks to their present location and condition.

Stocks held by the care home typically consist of catering supplies, medical consumables, care-home furnishing items (such as pillows and mattresses), laundry items, and oil for heating. Due to the nature of these items, stock levels are reviewed regularly for obsolescence or spoilage and appropriate provisions are made where necessary.

Where stock is considered to have no net realisable value, it is written down in full.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Employee benefits

The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate.

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

Retirement benefits

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

Leases

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 leases asset are consumed.

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.

Impairment of fixed assets

At each reporting period end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. lf 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. ln assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Cash and cash equivalents

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.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial lnstruments' and Section 12 'Other Financial lnstruments lssues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. lf not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the Company 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 Company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 41 (2024 - 45 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

32,817

AMORTISATION

At 1 January 2025

8,204

Charge for year

8,205

At 31 December 2025

16,409

NET BOOK VALUE

At 31 December 2025

16,408

At 31 December 2024

24,613

5.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST OR VALUATION

At 1 January 2025

4,730,000

37,854

194,827

18,798

4,981,479

Additions

39,373

-

45,946

-

85,319

Revaluations

250,000

-

-

-

250,000

At 31 December 2025

5,019,373

37,854

240,773

18,798

5,316,798

DEPRECIATION

At 1 January 2025

56,800

7,797

22,900

7,030

94,527

Charge for year

73,091

7,571

43,924

3,458

128,044

At 31 December 2025

129,891

15,368

66,824

10,488

222,571

NET BOOK VALUE

At 31 December 2025

4,889,482

22,486

173,949

8,310

5,094,227

At 31 December 2024

4,673,200

30,057

171,927

11,768

4,886,952

Cost or valuation at 31 December 2025 is represented by:

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

Valuation in 2023

1,459,250

-

-

-

1,459,250

Valuation in 2025

250,000

-

-

-

250,000

Cost

3,310,123

37,854

240,773

18,798

3,607,548

5,019,373

37,854

240,773

18,798

5,316,798

Freehold land and buildings

Land and buildings are stated at revalued amounts, being the fair value at the date of revaluation less any subsequent accumulated depreciation.

The company's land and buildings were revalued by Henry Harris, MRICS, of Cushman & Wakefield Debenham Tie Leung Limited, as at 20 February 2026. The valuation was performed in accordance with the RICS Valuation - Global Standards and was based on existing use value.

Had the revalued land and buildings been measured under the historical cost convention, their carrying amounts would have been:

- Cost: £3,270,750

- Accumulated Depreciation: £65,830

- Net Book Value under Historical Cost: £3,204,920

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

54,588

11,161

Amounts owed by group undertakings

74,451

44,338

Other debtors

15,000

15,000

Tax

66,028

-

Prepayments and accrued income

33,162

26,067

243,229

96,566

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 8)

56

56

Trade creditors

154,098

91,194

Amounts owed to participating interests

87,381

33,067

Tax

-

54,084

Social security and other taxes

25,190

19,628

Other creditors

113,844

74,585

Accrued expenses

53,940

50,352

434,509

322,966

8.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

56

56

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

2,020

2,020

Between one and five years

4,881

6,900

6,901

8,920

10.	SECURED DEBTS

Marigold Care Homes Ltd, the parent company of MARIGOLD MG2 LTD, has a senior sterling term facility from HSBC UK Bank plc, which is secured by fixed and floating charges over all the property and undertaking of the company.

MARIGOLD MG2 LTD has agreed to provide security to HSBC UK Bank plc to secure the payment and discharge of the secured liabilities by a fixed charge and floating charge covers all the property or undertaking of the company.

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

482,311

420,238

Deferred

tax

£

Balance at 1 January 2025

420,238

Credit to Income Statement during year

(427

)

Revaluation transfer

62,500

Balance at 31 December 2025

482,311

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100,000

Ordinary Shares

1

100,000

100,000

13.

RESERVES

Share capital

Represents the nominal value of shares issued by the company.

Share premium

Represents the excess received over the nominal value of shares issued.

Retained earnings

Represents cumulative profits retained in the business after distributions to shareholders.

Revaluation reserve

Represents unrealised gains arising on the revaluation of fixed assets.

Transfer from Revaluation Reserve

A transfer of £29,185 (2024: £29,185) has been made from the revaluation reserve to retained earnings. This represents the excess depreciation arising due to the revaluation of property from £3,270,750 to £4,730,000, depreciated at 2% per annum on a straight-linebasis.

14.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Kevin Corey FCCA (Senior Statutory Auditor)

for and on behalf of Xeinadin, Statutory Auditor

15.	RELATED PARTY DISCLOSURES

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Marigold Care Homes Ltd, a Limited Company incorporated in the United Kingdom.

Marigold Care Homes Ltd is the smallest and largest group undertaking for which consolidated financial statements are prepared and which include MARIGOLD MG2 LTD. The consolidated accounts of Marigold Care Homes Ltd are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

The Company is ultimately owned by Axium Infrastructure Europe LP, an England and Wales domiciled Limited Partnership with a registered address at Savoystrand, 105 Strand, 5th Floor, London, UK, WC2R 0AA.