REGISTERED NUMBER: 11583495 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ARMIGHORN CAPITAL LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Dr S K Ahmed

N Singh

P A Smith

REGISTERED OFFICE:

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

REGISTERED NUMBER:

11583495 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The results for the year as set out in the Statement of Comprehensive Income show an operating profit of £1,124,805 for the year to 31 December 2024 (2023 operating loss of £518,399).

At 31 December 2024, the group had net liabillities totalling £1,774,237 (31 December 2023: net liabilities of £2,634,946).

The group monitors the following key performance indicators:

Key Performance Indicator

31 December 2024

31 December 2023

Gross profit

17.8%

10.7%

Direct staff costs as % of turnover

75.8%

82.7%

Subsequent to the year end the group underwent a reconstruction with all the key trading companies within the group being separated from the group. The group's key external creditor was repaid in full as part of this reconstruction.

PRINCIPAL RISKS AND UNCERTAINTIES

The sector is subject to stringent regulatory requirements set by the Care Quality Commission (CQC). There are significant costs associated with achieving a compliant standard of care.

The group's main customers are local authorities. Many local authorities are struggling to manage the financial pressures caused by Government budget cuts and the increasing demand for social care.

As a service provider, staff costs are the group's largest expense. The group incurred direct staff costs of

£11,657,157 (2023: £12,009,295), which equated to 75.8% (2023: 82.7%) of turnover. Recruitment in the care sector is a significant challenge, with supply unable to cope with an ageing population. As a result, the group often relies on agency staff to ensure a high quality of care. Agency costs accounted for 8.9% (2023:15.4%) of direct staff costs during the period.

ON BEHALF OF THE BOARD:

N Singh - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Dr S K Ahmed

N Singh

P A Smith

POLITICAL DONATIONS AND EXPENDITURE

During the year donations totalling £nil (2023: £nil) were made. None of these donations were political.

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, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N Singh - Director

30 September 2025

Opinion

We have audited the financial statements of Armighorn Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, 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 December 2024 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 three, 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:

In identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

reference to past history and experience of the Entity and Group,

-

enquiry of management, including obtaining and reviewing supporting documentation concerning the Entity and Group procedures relating to:

-

identifying and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detection and response to risk of fraud and whether they were aware of any actual or suspected instances of fraud.

-

assessment of the controls and processes that the Entity and Group has in place to mitigate risk

Our assessments included the identification of the following potential areas for fraud:

-

Management override of control;

-

Revenue recognition

We design audit procedures by tailored and directed testing to aid and support the level of determined level of risk. In response to the assessed risk we plan audit tests and procedures that target specific areas where misstatement may occur. These procedures and the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

-

We critically assessed the appropriateness and tested the application of the revenue and cost recognition policies

-

We tested the appropriateness of accounting journals and other adjustments made in the preparation of the financial statements

-

We reviewed the Entity and Group accounting policies for non-compliance with relevant standards.

-

We made enquiries of management and reviewed correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations

In performing an audit in accordance with UK GAAP, we exercise professional judgement and maintain professional scepticism throughout the audit process.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion or override of internal controls. There are inherent limitations in the audit procedures performed.

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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

30 September 2025

TURNOVER

15,363,479

14,514,779

Cost of sales

12,628,888

12,971,729

GROSS PROFIT

2,734,591

1,543,050

Administrative expenses

1,627,901

2,073,975

1,106,690

(530,925

)

Other operating income

18,115

12,526

OPERATING PROFIT/(LOSS)

4

1,124,805

(518,399

)

Interest receivable and similar income

-

1,925

1,124,805

(516,474

)

Gain/loss on revaluation of investment property

-

893,017

1,124,805

376,543

Interest payable and similar expenses

5

572,751

596,339

PROFIT/(LOSS) BEFORE TAXATION

552,054

(219,796

)

Tax on profit/(loss)

6

(308,655

)

127,014

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

860,709

(346,810

)

Profit/(loss) attributable to:

Owners of the parent

860,709

(346,810

)

PROFIT/(LOSS) FOR THE YEAR

860,709

(346,810

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

860,709

(346,810

)

Total comprehensive income attributable to:

Owners of the parent

860,709

(346,810

)

FIXED ASSETS

Intangible assets

8

18,957

29,132

Tangible assets

9

6,976,645

8,643,461

Investments

10

-

-

6,995,602

8,672,593

CURRENT ASSETS

Debtors

11

1,861,162

1,558,831

Cash at bank and in hand

190,185

268,810

2,051,347

1,827,641

CREDITORS

Amounts falling due within one year

12

9,127,609

7,211,762

NET CURRENT LIABILITIES

(7,076,262

)

(5,384,121

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(80,660

)

3,288,472

CREDITORS

Amounts falling due after more than one year

13

(1,677,232

)

(5,700,164

)

PROVISIONS FOR LIABILITIES

17

(16,345

)

(223,254

)

NET LIABILITIES

(1,774,237

)

(2,634,946

)

CAPITAL AND RESERVES

Called up share capital

18

500

500

Revaluation reserve

19

-

669,763

Retained earnings

19

(1,774,737

)

(3,305,209

)

SHAREHOLDERS' FUNDS

(1,774,237

)

(2,634,946

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

N Singh - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

31

Investments

10

504

88,913

504

88,944

CURRENT ASSETS

Debtors

11

5,796,119

7,118,650

Cash at bank

1,997

1,036

5,798,116

7,119,686

CREDITORS

Amounts falling due within one year

12

6,225,667

3,666,507

NET CURRENT (LIABILITIES)/ASSETS

(427,551

)

3,453,179

TOTAL ASSETS LESS CURRENT LIABILITIES

(427,047

)

3,542,123

CREDITORS

Amounts falling due after more than one year

13

-

3,787,592

NET LIABILITIES

(427,047

)

(245,469

)

CAPITAL AND RESERVES

Called up share capital

18

500

500

Retained earnings

19

(427,547

)

(245,969

)

SHAREHOLDERS' FUNDS

(427,047

)

(245,469

)

Company's loss for the financial year

(181,578

)

(111,118

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

N Singh - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

500

(2,288,636

)

-

(2,288,136

)

Changes in equity

Total comprehensive income

-

(346,810

)

-

(346,810

)

Revaluation reserve

-

(669,763

)

669,763

-

Balance at 31 December 2023

500

(3,305,209

)

669,763

(2,634,946

)

Changes in equity

Total comprehensive income

-

1,530,472

(669,763

)

860,709

Balance at 31 December 2024

500

(1,774,737

)

-

(1,774,237

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

500

(134,851

)

(134,351

)

Changes in equity

Total comprehensive income

-

(111,118

)

(111,118

)

Balance at 31 December 2023

500

(245,969

)

(245,469

)

Changes in equity

Total comprehensive income

-

(181,578

)

(181,578

)

Balance at 31 December 2024

500

(427,547

)

(427,047

)

Cash flows from operating activities

Cash generated from operations

1

295,560

(146,382

)

Interest paid

(572,751

)

(596,339

)

Government grants

18,115

12,527

Tax paid

(12,387

)

(9,004

)

Net cash from operating activities

(271,463

)

(739,198

)

Cash flows from investing activities

Purchase of tangible fixed assets

(110,755

)

(1,021,635

)

Purchase of investment property

-

782,959

Sale of fixed asset investments

(6,923

)

-

Interest received

-

1,925

Net cash from investing activities

(117,678

)

(236,751

)

Cash flows from financing activities

New loans in year

73,886

615,336

Loan repayments in year

(638,496

)

(416,034

)

Amount introduced by directors

1,126,434

809,193

Amount withdrawn by directors

(251,308

)

(52,441

)

Net cash from financing activities

310,516

956,054

Decrease in cash and cash equivalents

(78,625

)

(19,895

)

Cash and cash equivalents at beginning of year

2

268,810

288,705

Cash and cash equivalents at end of year

2

190,185

268,810

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit/(loss) before taxation

552,054

(219,796

)

Depreciation charges

264,651

218,789

Profit on disposal of fixed assets

(315,975

)

-

Gain on revaluation of fixed assets

-

(893,017

)

Impairment of fixed assets

94,595

-

Government grants

(18,115

)

(12,526

)

Finance costs

572,751

596,339

Finance income

-

(1,925

)

1,149,961

(312,136

)

Increase in trade and other debtors

(521,063

)

(313,887

)

(Decrease)/increase in trade and other creditors

(333,338

)

479,641

Cash generated from operations

295,560

(146,382

)

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 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

190,185

268,810

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

268,810

288,705

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

268,810

(78,625

)

190,185

268,810

(78,625

)

190,185

Debt

Debts falling due within 1 year

(1,203,736

)

(2,529,275

)

(3,733,011

)

Debts falling due after 1 year

(5,693,164

)

4,015,932

(1,677,232

)

(6,896,900

)

1,486,657

(5,410,243

)

Total

(6,628,090

)

1,408,032

(5,220,058

)

4.	DISPOSAL OF BUSINESS

On 29 January 2024 Abbeywood Care Homes Ltd and its two subsidiaries, Abbey Wood Park Limited and Abbey Wood Park Property Limited left the group for a consideration of £200, resulting in a gain on disposal of £315,975.

The Net liabilities at the date of disposal were:

£

Tangible fixed assets

(1,639,116

)

Trade and other debtors

(447,637

)

Cash at bank

(7,122

)

Trade and other creditors

2,409,650

Net liabilities disposed

315,775

Gain/(Loss on Disposal

Calculation

£

Consideration received

200

Net liabilities disposed

(315,975

)

Gain on disposal

(315,775

)

The disposal resulted in a cash outflow of £6,922, disclosed separately in the consolidated cash flow statement under "investing activities".

There are no significant contingent liabilities or indemnities associated with the disposal. The Group has no continuing involvement in Abbeywood Care Homes Limited following the transaction.

1.	STATUTORY INFORMATION

Armighorn Capital 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 as modified by the revaluation of certain assets.

Going concern

The financial statements for the year ended 31 December 2024 have been prepared on a going concern basis.

The Group has made a profit for the year but is showing net current liabilities and net liabilities at the balance sheet date. The Group has substantial debt from key stakeholders who have been supportive of the business through COVID and the subsequent rebuilding post pandemic.

As the Group has come out of the pandemic both occupancy and profitability have recovered substantially. The Group embarked on a recruitment programme which impacted profitability initially but has now provided the business with a permanent, suitably qualified, and stable workforce. The most recent CQC inspections have resulted in the Group now having the majority of its services rated Good following a focus by the management on quality standards.

The Group operated on a group-wide cash flor management basis throughout the 2024 year until the Group was demerged in June 2025.

At the end of January 2024 Abbeywood Care Homes Limited and its subsidiaries left the Group which improved the net liability position of the Group. Furthermore in June 2025 the existing lender to Armighorn Capital Limited was repaid and the Group underwent a demerger. New funding was secured for Aspen Hill Healthcare Property Limited which enabled the demerger to go ahead. From 2025 the Group became a small group. As a result of the demerger the Group's liabilities are owed solely to its directors who have undertaken not to demand repayment until such time as they can afford to be repaid.

Notwithstanding the above, the Directors believe that the business will continue as a going concern.

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

Negative goodwill on acquisition, being the amount paid in connection with the acquisition of a business in 2019, is being amortised evenly over its estimated useful life of five years.

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

-

1% on cost and in accordance with the property

Improvements to property

-

20% on cost

Plant and machinery

-

straight line and 15% on reducing balance

Fixtures and fittings

-

25% on reducing balance, 25% on cost and 15% on reducing balance

Motor vehicles

-

20% on reducing balance

Computer equipment

-

33% on cost and Straight line over 3 years