REGISTERED NUMBER: 16199384 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026

FOR

WHITELODGE GROUP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Income and Retained Earnings

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

15

DIRECTORS:

A Kayiatou

S J Badland

REGISTERED OFFICE:

5 The Quadrant

Coventry

CV1 2EL

REGISTERED NUMBER:

16199384 (England and Wales)

AUDITORS:

Flint & Thompson

Statutory Auditors

2 Manor Square

Solihull

West Midlands

B91 3PX

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

Who are we

Whitelodge Group Holdings is a group of residential and nursing homes located in Shropshire, Staffordshire, Worcestershire and the West Midlands providing nursing and residential care, personal care of the elderly including, dementia care, respite care, day care, short-term care, holiday care, elderly care and EMI services. Not only are we a group of care homes, we also provide home care services for elderly and disabled clients including private home care, elderly home care and residential respite care.

Mission

The aim of our care homes is to operate as a nursing and residential care home under the appropriate regulations whilst maintaining the individuality of each resident in our care.

The objectives of the Home are:

- To care for each resident in the manner expected of a caring relative.

- To continue to enhance the quality of the residential care provided by ensuring all staff receive regular ongoing training as appropriate.

- To put utmost importance on enabling residents to run their own lives to the greatest achievable degree they are able to.

- At all times we will respect their dignity and privacy, whilst acknowledging their independence, previous life style and idiosyncrasies.

- To manage our care homes with the greatest degree of professional flexibility we can in order to facilitate all of the above whilst maintaining a safe environment.

- Arrangements are in place for us to offer the best care for the elderly and supervision of residents at all times, suitable staff shall be available in the care home in addition to the 'Emergency Call System'.

FINANCIAL REVIEW

The directors consider the following Key Performance Indicators (KPI's) when reviewing the performance of the Group during the year.

KPI

2026

2025

Turnover (£)

12,364,014

11,381,138

Staffing Costs (£)

8,628,621

8,020,832

Profit before tax (£)

1,657,887

1,243,487

Net Assets (£)

5,325,022

4,653,955

Average Occupancy (5)

93

94

Turnover for the year has increased, driven by a similar occupancy level across the homes for the first part of the year, although occupancy improved towards the end of the year.

Staffing costs have increased by approximately £600K supported by the increase in turnover within the group.

Profit before tax has increased approximately £400K, largely due to the increase in turnover less the increase in staffing costs.

Average occupancy rates have decreased slightly to 93% (2025 - 94%) .

PRINCIPAL RISKS AND UNCERTAINTIES

The directors recognise that within the business there are a number of risks which may affect the performance of the group. The risks are subject to regular review, and where appropriate, risk management processes and monitoring are established to manage the risks and limit exposure. The risks provide an overview of the Company's business model, stakeholder engagement in accordance with the requirements of the Companies Act 2006 (as amended) and Financial Reporting Standard 102 (FRS102) as applicable to medium sized companies. The principal risks facing the group are as follows:

Credit risk

The group faces credit risk from offering residents and other organisations paying on behalf of residents standard credit terms for the payment of receivables. There is a risk that some clients will be unable to settle their obligations, and this may give rise to a unrecoverable debtor, as well as the risk of significantly aged receivables while clients transfer from self-funding to council funded care. The directors manage the credit risk associated with taking on new residents by discussing payments carefully with prospective residents and ensuring that residents are aware of the financial thresholds at which they can begin the process of applying to transfer to council funded care.

Interest rate risk

The groups' borrowings are on a variable rate basis, linked to the Bank of England base rate, and are therefore exposed to potential increases in interest rates. The directors continue to monitor their interest obligations and include projections of these expenses in their forecasts for the business to ensure that future increases in the interest rate will not unduly affect the performance of the business.

Legislative risk

The group faces regular monitoring from the Care Quality Commission (CQC). Compliance with CQC regulations imposes additional costs within the group and failure to comply with the standards could materially affect the group's ability to operate. The directors ensure that care homes are run to high standard with strong operational and head office support teams in place.

Liquidity risk

Liquidity risks exist when the group may face difficulty in meeting its obligations associated with financial liabilities. The directors aim to mitigate liquidity risk by managing cash generation by its operations and apply cash collections targets.

Staffing and Recruitment Risk

The care sector continues to experience recruitment and retention challenges, together with inflationary pressures affecting payroll and operating costs, ne group seeks to mitigate these risks through investment in staff wellbeing training employee engagement and leadership development.

The directors have established a financial management and risk framework whose primary objectives are to protect the group from events that can impact the achievement of the group's performance objectives. The frameworks primary aims are to limit the undue counterparty exposure of the group, ensure sufficient working capital is available and monitor these risks at a home level.

With a strong portfolio of freehold properties, an established income stream, a good reputation with local authority commissioning teams and access to growth capital through existing banking relationships, the group is in a good position to continue providing an attractive and quality offering for care provision in a fragmented and growing market.

ON BEHALF OF THE BOARD:

S J Badland - Director

19 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2026.

DIVIDENDS

No interim dividends were paid during the year ended 31 March 2026.

The directors recommend final dividends per share as follows:

Ordinary 1 shares

6,140

Ordinary A 0.01 shares

NIL

The total distribution of dividends for the year ended 31 March 2026 will be £ 614,000 .

DIRECTORS

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

A Kayiatou

S J Badland

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Flint & Thompson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S J Badland - Director

19 October 2026

Opinion

We have audited the financial statements of Whitelodge Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2026 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows:

- discussion with directors and management of the nature of the industry, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we have identified having reviewed the company's procedures for complying with laws and regulations and whether they were aware of any instances of non-compliance. The key laws we considered in this context included the Companies Act 2006, taxation legislation, data protection and health and safety regulations.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

- reviewing balance sheet control accounts to ensure these are properly reconciled;

- addressing the risks of fraud through management override of controls by performing journal entry testing;

- performing analytical procedures to identify any unusual or unexpected relationships that may include risks of material misstatement due to fraud.

- enquiring with management concerning actual and potential litigation claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Peter Haughton ACA, FCCA, MAAT (Senior Statutory Auditor)

for and on behalf of Flint & Thompson

Statutory Auditors

2 Manor Square

Solihull

West Midlands

B91 3PX

19 October 2026

TURNOVER

12,364,014

11,381,138

Cost of sales

488,089

465,343

GROSS PROFIT

11,875,925

10,915,795

Administrative expenses

10,113,875

9,527,080

1,762,050

1,388,715

Other operating income

9,085

31,399

OPERATING PROFIT

4

1,771,135

1,420,114

Interest receivable and similar income

5,320

178

1,776,455

1,420,292

Interest payable and similar expenses

6

118,568

176,805

PROFIT BEFORE TAXATION

1,657,887

1,243,487

Tax on profit

7

372,820

320,463

PROFIT FOR THE FINANCIAL YEAR

1,285,067

923,024

Retained earnings at beginning of year

4,650,355

4,130,331

Dividends

9

(614,000

)

(403,000

)

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

5,321,422

4,650,355

Profit attributable to:

Owners of the parent

1,285,067

923,024

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

5,152,357

5,178,464

Investments

12

-

-

5,152,357

5,178,464

CURRENT ASSETS

Debtors

13

3,148,157

3,019,805

Cash at bank and in hand

732,218

591,650

3,880,375

3,611,455

CREDITORS

Amounts falling due within one year

14

828,553

943,254

NET CURRENT ASSETS

3,051,822

2,668,201

TOTAL ASSETS LESS CURRENT LIABILITIES

8,204,179

7,846,665

CREDITORS

Amounts falling due after more than one year

15

(1,609,221

)

(1,985,181

)

PROVISIONS FOR LIABILITIES

19

(1,269,936

)

(1,207,529

)

NET ASSETS

5,325,022

4,653,955

CAPITAL AND RESERVES

Called up share capital

20

3,600

3,600

Retained earnings

21

5,321,422

4,650,355

SHAREHOLDERS' FUNDS

5,325,022

4,653,955

The financial statements were approved by the Board of Directors and authorised for issue on 19 October 2026 and were signed on its behalf by:

S J Badland - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

3,600

-

3,600

-

CURRENT ASSETS

Debtors

13

131,503

-

CREDITORS

Amounts falling due within one year

14

26,803

-

NET CURRENT ASSETS

104,700

-

TOTAL ASSETS LESS CURRENT LIABILITIES

108,300

-

CAPITAL AND RESERVES

Called up share capital

20

3,600

-

Retained earnings

21

104,700

-

SHAREHOLDERS' FUNDS

108,300

-

Company's profit for the financial year

718,700

-

The financial statements were approved by the Board of Directors and authorised for issue on 19 October 2026 and were signed on its behalf by:

S J Badland - Director

Cash flows from operating activities

Cash generated from operations

1

1,689,236

1,406,690

Interest paid

(118,568

)

(176,805

)

Tax paid

(403,071

)

(144,915

)

Taxation refund

(67

)

-

Net cash from operating activities

1,167,530

1,084,970

Cash flows from investing activities

Purchase of tangible fixed assets

(2,080

)

(6,324

)

Purchase of fixed asset investments

(3,600

)

-

Interest received

5,320

178

Net cash from investing activities

(360

)

(6,146

)

Cash flows from financing activities

Loan repayments in year

(419,709

)

(723,929

)

Amount introduced by directors

1,216,912

483,000

Amount withdrawn by directors

(1,213,405

)

(481,782

)

Share issue

3,600

-

Equity dividends paid

(614,000

)

(403,000

)

Net cash from financing activities

(1,026,602

)

(1,125,711

)

Increase/(decrease) in cash and cash equivalents

140,568

(46,887

)

Cash and cash equivalents at beginning of year

2

591,650

638,537

Cash and cash equivalents at end of year

2

732,218

591,650

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit for the financial year

1,285,067

923,024

Depreciation charges

28,186

50,453

Accrued expenses

(6,209

)

3,676

Provisions

72,609

67,410

Finance costs

118,568

176,805

Finance income

(5,320

)

(178

)

Taxation

372,820

320,463

1,865,721

1,541,653

Increase in trade and other debtors

(306,592

)

(228,367

)

Increase in trade and other creditors

130,107

93,404

Cash generated from operations

1,689,236

1,406,690

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2026

31/3/26

1/4/25

£

£

Cash and cash equivalents

732,218

591,650

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

591,650

638,537

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/4/25

Cash flow

At 31/3/26

£

£

£

Net cash

Cash at bank and in hand

591,650

140,568

732,218

591,650

140,568

732,218

Debt

Debts falling due within 1 year

(235,548

)

43,749

(191,799

)

Debts falling due after 1 year

(1,985,181

)

375,960

(1,609,221

)

(2,220,729

)

419,709

(1,801,020

)

Total

(1,629,079

)

560,277

(1,068,802

)

1.	STATUTORY INFORMATION

Whitelodge Group Holdings Limited 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 General Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentational currency of these financial statements is sterling. All amounts in the financial statements

have been rounded to the nearest £1.

Basis of consolidation

On 20 March 2025, the company became the new parent entity of the group via a share-for-share exchange. This transaction has been accounted for as a group reconstruction using the principles of merger accounting in accordance with Section 19 of FRS 102.

Accordingly, no fair value adjustments were made to net assets and no new goodwill was recognised.

The consolidated financial statements are presented as if the group structure had been in place throughout the current and prior periods, and the comparative figures for the year ended 31 March 2025 have been restated on this basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 0, is being amortised evenly over its estimated useful life of nil years.

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.

Tangible fixed assets

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

Freehold property

-

not depreciated

Short leasehold

-

not depreciated

Plant and machinery

-

15% on reducing balance and 5% on reducing balance

Fixtures and fittings

-

15% on reducing balance and 10% on reducing balance

Computer equipment

-

10% on reducing balance

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Investments

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

3.	EMPLOYEES AND DIRECTORS

2026

2025

£

£

Wages and salaries

7,738,097

7,377,175

Social security costs

786,531

535,495

Other pension costs

103,993

108,162

8,628,621

8,020,832

The average number of employees during the year was as follows:

2026

2025

Production staff

280

269

Management staff

10

10

290

279

The average number of employees by undertakings that were proportionately consolidated during the year was 290 (2025 - 279 ) .

2026

2025

£

£

Directors' remuneration

18,200

18,200

4.	OPERATING PROFIT

The operating profit is stated after charging:

2026

2025

£

£

Hire of plant and machinery

66,749

62,056

Depreciation - owned assets

28,187

36,603

Goodwill amortisation

-

13,850

5.	AUDITORS' REMUNERATION

2026

2025

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

17,500

14,520

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2026

2025

£

£

Bank loan interest

118,301

176,805

HMRC interest

267

-

118,568

176,805

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2026

2025

£

£

Current tax:

UK corporation tax

404,150

319,820

Deferred tax

(31,330

)

643

Tax on profit

372,820

320,463

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.

DIVIDENDS

2026

2025

£

£

Ordinary shares of 1 each

Final

614,000

403,000