REGISTERED NUMBER: 14897368 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD 1 JUNE 2024 TO 31 MARCH 2025

FOR

ECH HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTOR:

M V Santhiapillai

SECRETARY:

Ms P I C Perera

REGISTERED OFFICE:

Third Floor

17 London Road

Bromley

BR1 1DE

REGISTERED NUMBER:

14897368 (England and Wales)

AUDITORS:

Edwards Chartered Accountants

Statutory Auditor

409-411 Croydon Road

Beckenham

Kent

BR3 3PP

The director presents his strategic report of the company and the group for the period 1 June 2024 to 31 March 2025.

REVIEW OF BUSINESS

In 2024/25, the UK care sector experienced significant challenges due to a turbulent economic environment. Rising inflation, increased operational costs, and workforce shortages presented substantial difficulties for care providers. The cost-of-living crisis, higher wages, and recruitment difficulties made it increasingly hard to attract and retain skilled workers. These challenges were compounded by new regulatory demands and growing expectations for more personalized, high-quality care to meet the needs of an aging population.

Despite these pressures, ECH Holdings Limited demonstrated resilience, navigating these challenges while remaining committed to exceptional patient care. By investing in innovative care models and technology, we improved operational efficiency and enhanced access to care. The year marked a pivotal period of transformation and growth for the Group, as we expanded services, deepened our commitment to patient-centricity, and focused on operational excellence and sustainability.

Principal Activities

ECH Holdings Limited continue to provide residential nursing care, focusing on both general and specialized care services. The Group is dedicated to delivering personalized, high-quality care, with a strategic focus on expanding our private pay market share and broadening services to include specialized care sectors like rehabilitation and prison healthcare.

Core Strategies:

Sustained Growth: Growth was driven through new care facilities, acquisitions, and service enhancements.

Technology Integration: We focused on digital transformation to streamline operations, enhancing service quality and patient outcomes.

Expansion into New Care Areas: Diversification into specialised services such as rehabilitation and prison care to capture new revenue streams.

OPERATIONAL PERFORMANCE

In 2024-25, ECH Holdings Limited successfully executed several key initiatives aimed at improving operational efficiency and service quality. By embracing digital transformation, we streamlined administrative processes, reduced inefficiencies, and enhanced real-time data management. These improvements directly impacted service user satisfaction, contributing to a notable increase in satisfaction rates and a measurable improvement in clinical outcomes.

Regulatory and Quality Standards

Our strong relationship with regulatory bodies, particularly the Care Quality Commission (CQC), was critical in maintaining high standards of care. In 2024-25, ECH Holdings Limited enhanced its internal compliance frameworks, ensuring staff were well-trained and services met evolving regulatory requirements. Our commitment to compliance and excellence resulted in improved quality ratings across several facilities.

FINANCIAL PERFORMANCE

ECH Holdings Limited delivered a robust financial performance in 2024-25, despite the pressures of inflation and workforce shortages. Group have generated a revenue of £10.1m with PBT of £1.4m.

Key Financial Indicators:

EBITDAR: £3.16m

Care home Occupancy rate: 90%.

Private occupancy rate: 53%

Strategic Risks and Key Performance Indicators

The Board closely monitors strategic risks and evaluates performance through Key Performance Indicators (KPIs) to ensure alignment with the Group's long-term objectives.

Clinical Quality and Patient Safety

Ensuring high-quality care is central to our operations. We have made significant investments in clinical governance, care delivery frameworks, and staff training. Our specialist teams and advanced monitoring systems ensure we deliver consistent, high-standard care.

KPIs used:

Regulatory compliance (CQC ratings),

Clinical well-being indicators,

Patient satisfaction scores.

Workforce Development

In 2024-25, we prioritised workforce development by launching initiatives to support employee well-being, professional development, and retention. Recognizing the competitive healthcare labour market, we focused on attracting diverse talent and fostering a strong culture of professional growth. These efforts have significantly reduced turnover rates and improved staff morale.

KPIs used:

Staff turnover rates,

Training participation,

Number of hours for staffing (employed and agency).

Health & Safety

Providing a safe environment for residents and staff remains a priority. In 2024, we strengthened our health and safety policies and improved training programs to ensure full compliance with regulatory safety standards.

KPIs used:

Accident statistics,

Notifiable accident frequency.

Cost Base Inflation

Inflationary pressures, especially in staffing, energy, and food, posed challenges in 2024. However, our cost control measures, including centralized procurement and operational efficiency programs, helped mitigate these risks.

KPIs used:

EBITDA and EBITDAR per bed,

Costs per resident per day.

ON BEHALF OF THE BOARD:

M V Santhiapillai - Director

18 September 2025

The director presents his report with the financial statements of the company and the group for the period 1 June 2024 to 31 March 2025.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2025.

DIRECTOR

M V Santhiapillai held office during the whole of the period from 1 June 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Edwards Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M V Santhiapillai - Director

18 September 2025

Opinion

We have audited the financial statements of ECH Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 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 March 2025 and of the group's profit for the period 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures can detect irregularities, including fraud is detailed below:

Our approach was as follows:

a) We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that relate to include the Companies Act 2006, and relevant tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

b) We communicated identified 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.

c) We examined the company's regulatory and legal correspondence and discussed with management any known or suspected instances of fraud or non-compliance with laws and regulations.

d) We assessed the risks of material misstatement in respect of fraud as follows:

i) We considered the use of remuneration incentive schemes and performance targets for management and did not identify any additional fraud risks

ii) The audit team discussed whether there were any areas that were susceptible to misstatement as part of their fraud discussion.

iii) In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

iv) We incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures.

Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud, including:

Designing audit procedures to address, for example:

a) The possibility of fraudulent or corrupt payments made through third parties.

b) The risk of bribery and corruption.

c) The opportunity to segregate duties within the entity.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above.

Using our general commercial and sector experience and through discussions with management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management's own assessment of the risks that irregularities may occur either because of fraud or error.

The engagement partner considers the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

Under ISA 240 (UK) there is a presumed risk that revenue may be misstated due to the improper recognition of revenue. To address this risk, we obtained an understanding of the company's revenue recognition policies and compared these to the accounting standard, performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions.

We tested a sample of revenue transactions to supporting evidence and tested, on a sample basis, revenue related balances in the balance sheet.

We considered the extent to which the audit was considered capable of detecting irregularities: 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 from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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.

John Duggan (Senior Statutory Auditor)

for and on behalf of Edwards Chartered Accountants

Statutory Auditor

409-411 Croydon Road

Beckenham

Kent

BR3 3PP

18 September 2025

TURNOVER

10,152,592

-

Cost of sales

5,083,854

-

GROSS PROFIT

5,068,738

-

Administrative expenses

3,234,731

-

1,834,007

-

Other operating income

133,678

-

OPERATING PROFIT

4

1,967,685

-

Interest payable and similar expenses

5

544,353

-

PROFIT BEFORE TAXATION

1,423,332

-

Tax on profit

6

895,908

-

PROFIT FOR THE FINANCIAL PERIOD

527,424

-

Profit attributable to:

Owners of the parent

527,424

-

PROFIT FOR THE PERIOD

527,424

-

OTHER COMPREHENSIVE INCOME

Revaluation of fixed assets

8,050,305

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

8,050,305

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

8,577,729

-

Total comprehensive income attributable to:

Owners of the parent

8,577,729

-

FIXED ASSETS

Intangible assets

8

2,577,783

-

Tangible assets

9

19,861,214

-

22,438,997

-

CURRENT ASSETS

Debtors

10

3,294,417

2

Cash at bank and in hand

1,755,673

-

5,050,090

2

CREDITORS

Amounts falling due within one year

11

2,262,254

-

NET CURRENT ASSETS

2,787,836

2

TOTAL ASSETS LESS CURRENT LIABILITIES

25,226,833

2

CREDITORS

Amounts falling due after more than one year

12

(16,000,000

)

-

PROVISIONS FOR LIABILITIES

14

(649,102

)

-

NET ASSETS

8,577,731

2

CAPITAL AND RESERVES

Called up share capital

15

2

2

Revaluation reserve

16

8,050,305

-

Retained earnings

16

527,424

-

SHAREHOLDERS' FUNDS

8,577,731

2

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

M V Santhiapillai - Director

FIXED ASSETS

Intangible assets

8

3,212,728

-

Tangible assets

9

-

-

3,212,728

-

CURRENT ASSETS

Debtors

10

12,947,324

2

Cash at bank

243,998

-

13,191,322

2

CREDITORS

Amounts falling due within one year

11

170,968

-

NET CURRENT ASSETS

13,020,354

2

TOTAL ASSETS LESS CURRENT LIABILITIES

16,233,082

2

CREDITORS

Amounts falling due after more than one year

12

16,000,000

-

NET ASSETS

233,082

2

CAPITAL AND RESERVES

Called up share capital

15

2

2

Retained earnings

233,080

-

SHAREHOLDERS' FUNDS

233,082

2

Company's profit for the financial year

233,080

-

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

The financial statements were approved by the director and authorised for issue on 18 September 2025 and were signed by:

M V Santhiapillai - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

2

-

-

2

Balance at 31 May 2024

2

-

-

2

Changes in equity

Total comprehensive income

-

527,424

8,050,305

8,577,729

Balance at 31 March 2025

2

527,424

8,050,305

8,577,731

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

2

-

2

Balance at 31 May 2024

2

-

2

Changes in equity

Total comprehensive income

-

233,080

233,080

Balance at 31 March 2025

2

233,080

233,082

Cash flows from operating activities

Cash generated from operations

1

1,694,346

(2

)

Interest paid

(544,353

)

-

Deferred tax introduced by subsidiaries

20,171

-

Tax paid

95,686

-

Net cash from operating activities

1,265,850

(2

)

Cash flows from investing activities

Purchase of intangible fixed assets

(2,956,032

)

-

Purchase of tangible fixed assets

(12,554,145

)

-

Net cash from investing activities

(15,510,177

)

-

Cash flows from financing activities

New loans in year

16,000,000

-

Share issue

-

2

Net cash from financing activities

16,000,000

2

Increase in cash and cash equivalents

1,755,673

-

Cash and cash equivalents at beginning of period

2

-

-

Cash and cash equivalents at end of period

2

1,755,673

-

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

Period

1/6/24

26/5/23

to

to

31/3/25

31/5/24

£

£

Profit before taxation

1,423,332

-

Depreciation charges

1,121,485

-

(Increase) in inter-company debtors

(2,613,322

)

-

Finance costs

544,353

-

475,848

-

Increase in trade and other debtors

(681,093

)

(2

)

Increase in trade and other creditors

1,899,591

-

Cash generated from operations

1,694,346

(2

)

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:

Period ended 31 March 2025

31/3/25

1/6/24

£

£

Cash and cash equivalents

1,755,673

-

Period ended 31 May 2024

31/5/24

26/5/23

£

£

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/6/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

-

1,755,673

1,755,673

-

1,755,673

1,755,673

Debt

Debts falling due after 1 year

-

(16,000,000

)

(16,000,000

)

-

(16,000,000

)

(16,000,000

)

Total

-

(14,244,327

)

(14,244,327

)

1.	STATUTORY INFORMATION

ECH Holdings Ltd 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

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 2024, is being amortised evenly over its estimated useful life of ten 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

-

2% on cost

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

25% on cost

Taxation

Taxation for the period 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 period 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.

3.	EMPLOYEES AND DIRECTORS

Period

Period

1/6/24

26/5/23

to

to

31/3/25

31/5/24

£

£

Wages and salaries

4,876,522

-

Social security costs

441,064

-

Other pension costs

112,316

-

5,429,902

-

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

Period

Period

1/6/24

26/5/23

to

to

31/3/25

31/5/24

Direct and administrative

273

1

Period

Period

1/6/24

26/5/23

to

to

31/3/25

31/5/24

£

£

Director's remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

Period

Period

1/6/24

26/5/23

to

to

31/3/25

31/5/24

£

£

Hire of plant and machinery

22,073

-

Equipment hire

293

-

Depreciation - owned assets

743,236

-

Goodwill amortisation

378,249

-

Auditor's remuneration

18,300

-