REGISTERED NUMBER: 03148764 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025

FOR

ANGEL CARE PLC

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

8

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

S Ruparelia

Mrs P Ruparelia

R Ruparelia

SECRETARY:

Mrs P Ruparelia

REGISTERED OFFICE:

116 Headstone Drive

Harrow

HA1 4UH

REGISTERED NUMBER:

03148764 (England and Wales)

AUDITORS:

Agnon LLP

Chartered Certified Accountants and

Statutory Auditors

Kelvin House

Kelvin Way

Crawley

West Sussex

RH10 9WE

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

The purpose of this report is to inform members and help them to assess how the directors have performed their duty to promote the success of the company.

REVIEW OF BUSINESS

The directors aim to present a balanced and comprehensive review of the performance of the business during the year under review and at the year end.

The principal activity of the company and the group continued to be operation, acquisition and development of specialist care and nursing homes.

The directors consider that the key performance indicators for the business is occupancy and Earnings before interest, tax and depreciation (EBITDA). The group's EBITDA for the year under review is £2,535,717.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of our strategy are subject to a number of risks. The following section comprises a summary of the main risks which we we believe could potentially impact upon our operating and financial performance.

The company and the group is exposed to price risk, credit risk and liquidity risk

The company and the group has limited exposure to price risk. The company and the group's policy include review and assessment of care plan, identify and manage the risk by entering into price negotiations with the local authority or other service users.

Foreign currency risk- The company and the group have no exposure to foreign currency fluctuations.

Interest rate risk- The company has significant exposure to fluctuations in interest rates. The company has policies and procedures in place to identify and mange such risk and in the current economic conditions consider the risk as minimal.

Credit risk- The company and the group's credit risk is minimal.

Liquidity and cash flow risk- The company and the group ensure that there is availability of funding through committed facilities to meet all of its operational requirements.

Legal- The company and the group are subject to various legal and compliance regulations. The company and the group take this responsibility seriously and ensure that its policies, system and procedures are continually updated and comply with the legal requirements and best practices.

SECTION 172(1) STATEMENT

n accordance with Section 172(1) of the Companies Act 2006, the directors have acted in a way they consider would most likely promote the long-term success of the Company, taking into account the interests of shareholders, employees, suppliers, customers, and other stakeholders, and considering the impact of the Company’s operations on the community and the environment.

During the year, the Board engaged with key stakeholders to understand their views and ensure these were taken into account in strategic decisions:

Employees: The Group encourages two-way communication through staff forums, surveys, and regular team briefings. Employee feedback was considered in workforce planning, training initiatives, and well-being programmes.

Suppliers: The Company maintains open and professional relationships with suppliers, monitoring performance, ensuring timely payment, and working collaboratively to improve efficiency and sustainability.

Customers: The Board considers customer needs in product development, service delivery, and quality management to ensure high standards and satisfaction.

Shareholders: The Board engages with shareholders through formal reporting, meetings, and investor communications to understand their priorities and concerns.

Community and environment: The Group seeks to minimise environmental impact and promote sustainable practices, including energy efficiency initiatives and responsible resource management.

Key strategic decisions made during the year, including operational investments, resource planning, and risk management measures, were evaluated with these stakeholder considerations in mind. The directors believe that this approach supports long-term value creation for the Company, its shareholders, and wider stakeholders.

ENGAGEMENT WITH EMPLOYEES

The directors recognise that the Group's success depends on the skills, commitment and well-being of the people who work here. Throughout the year, the Board made a conscious effort to understand employee views and ensure these were reflected in the way decisions were made.

Engagement took place through regular team meetings, staff forums and employee surveys. These provided opportunities for colleagues to share ideas, raise concerns and comment on developments within the business.

Supporting employees' development remained a priority. Training programmes were offered across compliance and health and safety areas, and the Group continued to promote a healthy working environment through well-being initiatives and access to support services. Flexible working arrangements were provided where suitable, helping employees manage their work and home responsibilities.

During the year, the Board carefully considered the effect of significant decisions on employees, particularly those relating to organisational changes, resource planning and new systems.

The Board is committed to maintaining an open, inclusive culture where employees feel valued and able to contribute. The Group will continue to build on its engagement activities to strengthen relationships with its workforce and support the long-term success of the business.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The directors recognise that strong, collaborative relationships with suppliers are essential to the Group's ability to deliver high-quality services. During the year, the Board considered supplier interests when making key decisions and sought to ensure that the Group's dealings were fair, transparent, and sustainable.

Payment practices are monitored to ensure suppliers are paid in accordance with agreed terms. The Group is committed to maintaining open and professional relationships with its suppliers and aims to resolve any disputes promptly and constructively.

The Board takes account of supplier relationships alongside other stakeholder interests when considering strategic decisions. By fostering strong partnerships, the Group supports continuity of supply, encourages mutual growth, and reinforces long-term value creation for the busine

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The Board is committed to maintaining high standards of corporate governance to support effective decision-making, long-term value creation, and the sustainable success of the Group.

Risk management and internal controls are embedded across the Group's operations. The Board regularly reviews the effectiveness of these systems to ensure that risks are identified, assessed, and managed appropriately.

The Board also considers succession planning, board evaluation, and the development of executive leadership to ensure the Group has the capability and governance structure to meet future challenges.

In making strategic decisions, the directors take account of the interests of shareholders, employees, suppliers, customers, and other stakeholders, in line with their duties under the Companies Act 2006. This approach supports sustainable growth and underpins the Group's long-term success.

STREAMLINED ENERGY AND CARBON REPORTING

The Group recognises the importance of monitoring and managing energy use and the associated greenhouse gas emissions across its operations. In accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, the directors provide the following overview for the year ended 31 May 2025:

The Group actively monitors energy use from electricity, gas, and transport fuels within its UK operations. While precise consumption and emissions data are not reported in this disclosure, the Group has assessed its energy impact and the associated carbon footprint using established methodologies aligned with the UK Government’s GHG Conversion Factors.

The Group has implemented a range of measures to improve energy efficiency and reduce environmental impact, including:

Optimising heating, cooling, and lighting systems across operational sites

Encouraging energy-conscious practices among employees

Investing in more efficient vehicles and equipment

Reviewing processes and operations to identify opportunities for further efficiency improvements

The Board remains committed to ongoing oversight of energy use and carbon emissions and to identifying further initiatives that support sustainable operations and long-term value creation.

GOING CONCERN

The directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements. In making this assessment, the directors have reviewed budgets, cash flow forecasts, and financing arrangements, and have considered the potential impact of risks and uncertainties, including economic conditions, market demand, and access to funding.

Based on this review, the directors are satisfied that the Company and the Group have sufficient resources to continue in operational existence for the foreseeable future and, accordingly, these financial statements have been prepared on a going concern basis.

No material uncertainties have been identified that cast significant doubt on the Company’s or Group’s ability to continue as a going concern.

ON BEHALF OF THE BOARD:

S Ruparelia - Director

26 November 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

DIVIDENDS

An interim dividend of £0.2399 per share was paid on 1 June 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 May 2025 will be £ 120,000 .

DIRECTORS

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

S Ruparelia

Mrs P Ruparelia

R Ruparelia

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;

-	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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Agnon LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Ruparelia - Director

26 November 2025

Opinion

We have audited the financial statements of Angel Care Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 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 May 2025 and of the group's profit for the year then ended;

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

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

Basis for 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 six, 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:

-Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- Enquiring of management, the Audit & Risk Committee in-house and external legal counsel concerning actual and potential litigation and claims;

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

- Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing regulatory correspondence with the Financial Conduct Authority;

- Obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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.

M I Ashraf (Senior Statutory Auditor)

for and on behalf of Agnon LLP

Chartered Certified Accountants and

Statutory Auditors

Kelvin House

Kelvin Way

Crawley

West Sussex

RH10 9WE

27 November 2025

TURNOVER

3

15,329,867

14,212,850

Cost of sales

11,246,646

10,521,398

GROSS PROFIT

4,083,221

3,691,452

Administrative expenses

1,811,021

1,546,276

2,272,200

2,145,176

Other operating income

263,514

391,407

OPERATING PROFIT

2,535,714

2,536,583

Interest payable and similar expenses

5

1,218,702

1,082,894

PROFIT BEFORE TAXATION

6

1,317,012

1,453,689

Tax on profit

7

362,315

404,755

PROFIT FOR THE FINANCIAL YEAR

954,697

1,048,934

Profit attributable to:

Owners of the parent

954,697

1,048,934

PROFIT FOR THE YEAR

954,697

1,048,934

OTHER COMPREHENSIVE INCOME

Revaluation reserve

-

6,730,646

Income tax relating to other comprehensive income

-

(1,679,650

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

5,050,996

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

954,697

6,099,930

Total comprehensive income attributable to:

Owners of the parent

954,697

6,099,930

FIXED ASSETS

Tangible assets

10

39,812,586

40,492,509

Investments

11

-

-

39,812,586

40,492,509

CURRENT ASSETS

Debtors

12

7,083,783

3,924,703

Cash at bank and in hand

2,341,635

1,096,511

9,425,418

5,021,214

CREDITORS

Amounts falling due within one year

13

2,654,427

2,701,473

NET CURRENT ASSETS

6,770,991

2,319,741

TOTAL ASSETS LESS CURRENT LIABILITIES

46,583,577

42,812,250

CREDITORS

Amounts falling due after more than one year

14

(15,709,644

)

(12,742,232

)

PROVISIONS FOR LIABILITIES

18

(3,143,123

)

(3,173,905

)

NET ASSETS

27,730,810

26,896,113

CAPITAL AND RESERVES

Called up share capital

19

500,199

500,199

Revaluation reserve

20

21,809,869

21,809,869

Retained earnings

20

5,420,742

4,586,045

SHAREHOLDERS' FUNDS

27,730,810

26,896,113

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2025 and were signed on its behalf by:

S Ruparelia - Director

FIXED ASSETS

Tangible assets

10

9,651,572

9,819,496

Investments

11

1

1

9,651,573

9,819,497

CURRENT ASSETS

Debtors

12

14,664,293

4,090,345

Cash at bank and in hand

514,338

278,718

15,178,631

4,369,063

CREDITORS

Amounts falling due within one year

13

1,165,704

999,760

NET CURRENT ASSETS

14,012,927

3,369,303

TOTAL ASSETS LESS CURRENT LIABILITIES

23,664,500

13,188,800

CREDITORS

Amounts falling due after more than one year

14

(15,704,267

)

(5,018,882

)

PROVISIONS FOR LIABILITIES

18

(47,280

)

(47,280

)

NET ASSETS

7,912,953

8,122,638

CAPITAL AND RESERVES

Called up share capital

19

500,198

500,198

Revaluation reserve

20

6,725,314

6,725,314

Retained earnings

20

687,441

897,126

SHAREHOLDERS' FUNDS

7,912,953

8,122,638

Company's (loss)/profit for the financial year

(89,685

)

52,429

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2025 and were signed on its behalf by:

S Ruparelia - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 June 2023

500,199

3,537,111

16,758,873

20,796,183

Changes in equity

Total comprehensive income

-

1,048,934

5,050,996

6,099,930

Balance at 31 May 2024

500,199

4,586,045

21,809,869

26,896,113

Changes in equity

Dividends

-

(120,000

)

-

(120,000

)

Total comprehensive income

-

954,697

-

954,697

Balance at 31 May 2025

500,199

5,420,742

21,809,869

27,730,810

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 June 2023

500,198

844,697

6,626,600

7,971,495

Changes in equity

Total comprehensive income

-

52,429

98,714

151,143

Balance at 31 May 2024

500,198

897,126

6,725,314

8,122,638

Changes in equity

Dividends

-

(120,000

)

-

(120,000

)

Total comprehensive income

-

(89,685

)

-

(89,685

)

Balance at 31 May 2025

500,198

687,441

6,725,314

7,912,953

Cash flows from operating activities

Cash generated from operations

1

405,738

2,767,148

Interest paid

(1,208,436

)

(1,073,321

)

Interest element of hire purchase payments paid

(10,266

)

(9,573

)

Tax paid

(331,341

)

(186,981

)

Net cash from operating activities

(1,144,305

)

1,497,273

Cash flows from investing activities

Purchase of tangible fixed assets

(170,200

)

(288,575

)

Sale of tangible fixed assets

254,128

332,046

Net cash from investing activities

83,928

43,471

Cash flows from financing activities

New loans in year

16,000,000

-

Loan repayments in year

(13,400,417

)

(1,050,045

)

Capital repayments in year

(119,873

)

(152,315

)

Amount withdrawn by directors

(54,209

)

37,828

Equity dividends paid

(120,000

)

-

Net cash from financing activities

2,305,501

(1,164,532

)

Increase in cash and cash equivalents

1,245,124

376,212

Cash and cash equivalents at beginning of year

2

1,096,511

720,299

Cash and cash equivalents at end of year

2

2,341,635

1,096,511

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

31.5.25

31.5.24

£

£

Profit before taxation

1,317,012

1,453,689

Depreciation charges

696,705

709,230

Profit on disposal of fixed assets

(100,710

)

(159,409

)

Finance costs

1,218,702

1,082,894

3,131,709

3,086,404

Increase in trade and other debtors

(3,159,080

)

(119,360

)

Increase/(decrease) in trade and other creditors

433,109

(199,896

)

Cash generated from operations

405,738

2,767,148

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 May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

2,341,635

1,096,511

Year ended 31 May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

1,096,511

850,108

Bank overdrafts

-

(129,809

)

1,096,511

720,299

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.6.24

Cash flow

At 31.5.25

£

£

£

Net cash

Cash at bank and in hand

1,096,511

1,245,124

2,341,635

1,096,511

1,245,124

2,341,635

Debt

Finance leases

(257,677

)

119,873

(137,804

)

Debts falling due within 1 year

(764,001

)

479,836

(284,165

)

Debts falling due after 1 year

(12,595,374

)

(3,079,419

)

(15,674,793

)

(13,617,052

)

(2,479,710

)

(16,096,762

)

Total

(12,520,541

)

(1,234,586

)

(13,755,127

)