REGISTERED NUMBER: 09962699 (England and Wales)

Adara Group Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

For The Year Ended 31st March 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

6

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Financial Statements

14

to

24

DIRECTORS:

Mrs S K Hanspaul

S S Hanspaul

REGISTERED OFFICE:

2 Seedfield Close

Northampton

NN3 3PA

REGISTERED NUMBER:

09962699 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Paul Sparks FCA FCCA

AUDITORS:

Cheney & Co

Statutory Auditor

310 Wellingborough Road

Northampton

NN1 4EP

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

REVIEW OF BUSINESS

The group has had a successful and profitable year with fuller levels of occupancy in the care homes run by subsidiary companies leading to greater turnover and overall profitability within the group.

The Group turnover increased by 14.13% compared with that achieved in 2024 and there was in increase in profit before tax of 3.6% compared with that achieved in 2024.The Key performance indicators for profitability , liquidity and gearing for the last 3 years are shown in a the Key Performance Indicators note included in the Strategic Report below.

The group has reduced its bank borrowing by £224,351 in the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks centre around the wider challenges facing the care industry and the economy as a whole as a result of government measures to deal with financial costs of the Coronavirus Pandemic and the consequential inflation and base rate of interest rises. In addition, there are existing risks around increased labour costs arising from increases with the living wage, labour shortages and the impact of Brexit on the supply of the staff for the care sector.

The group has addressed these risks by joining the government sponsorship scheme to sponsor employees from abroad , particularly in order to recruit and train staff for the group's care and nursing homes.

The directors consider that there will always be a demand for quality care in care homes and nursing homes , as well as pharmacies to supply prescription and non prescription drugs under the supervision of a qualified pharmacist.

The directors consider that the parent company and the group as a whole are well placed to perform successfully

in the future as a result of decisions made in the current and previous year to increase the amount of occupancy available as a result of extensions to existing care homes and the expansion and upgrading of facilities in the residential care and nursing homes which it runs.

After due consideration of all the relevant factors alluded to above, the directors have a reasonable expectation that the group will continue to operate profitably for the foreseeable future and so the group continues to adopt the going concern basis to prepare group financial statements.

KEY PERFORMANCE INDICATORS

2025

2024

2023

The key performance indicators are as follows:

Profitability ratios

Gross profit / Sales - as a percentage

88.68%

87.57%

86.03%

Net profit before tax / Sales -as a percentage

26.78%

29.49%

24.90%

Net profit after tax / Sales -as a percentage

20.10%

22.03%

19.90%

Liquidity ratios

Current assets/ Current liabilities -as a percentage

293.82%

440.61%

296.43%

Trade debtors / sales

25.54 days

24.75 days

12.18 days

Trade creditors/ trade purchases

88.34 days

74.06 days

91.68 days

Trade creditors / Trade purchases -as a percentage

24.20%

20.29%

25.39%

Stock/Cost of Sales -as a percentage

4.09%

4.09%

4.60%

Gearing Ratio

Total borrowing/total assets

2.92%

4.09%

5.22%

Other

Increase in Group Turnover -Current /previous year

14.13%

20.76%

24.23%

ON BEHALF OF THE BOARD:

Mrs S K Hanspaul - Director

1st December 2025

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

DIVIDENDS

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

DIRECTORS

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

Mrs S K Hanspaul

S S Hanspaul

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 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, Cheney & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs S K Hanspaul - Director

1st December 2025

Opinion

We have audited the financial statements of Adara Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and 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 31st March 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 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:

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 are capable of detecting irregularities , including fraud, is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in

which it operates. We determine that the following laws and regulations were most significant: the Companies Act 2006, UK direct taxation laws , Compliance with the Requirements of the Care Quality Commission and regulations governing care of the elderly , infirm and vulnerable in residential care and nursing homes, Employment Legislation and Health and Safety legislation affecting employees , and sponsorship regulations in relation to training staff.

We obtained an understanding of how the company is complying with those legal and regulatory frame works by making enquiries of management.

There are no critical judgements of an unusual nature . The turnover is mainly from residential nursing / care home income which is monitored closely by the directors .

We have undertaken high levels of substantive testing of balances in the statement of financial position and have performed a detailed analytical review of the income statement.

Prior to commencement of the audit staff were briefed on the risk assessment of the susceptibility of the company financial statements to material misstatement , including fraud .

Audit procedures performed included:

-identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;and

-understanding how the directors considered and addressed the potential for override of controls or inappropriate influence over the financial reporting process; and

-challenging assumptions and judgements made by management in significant accounting estimates where appropriate;and

-identifying and testing journal entries , in particular any journal entries posted with unusual account combinations, as appropriate; and

-assessing the extent of compliance with laws and regulations.

At the completion stage of the audit the results of audit tests were re-examined to ensure that they were consistent with our knowledge of the company and did not warrant further investigation of transactions and balances.

We have discussed with management the specific risk to the company of the laws mentioned above which relate to activities undertaken by the company, leading to legal liabilities, and have concluded that this risk is small.There has come to light no instances of legal action against this company in this regard.

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.

Mr Paul Sparks FCA FCCA (Senior Statutory Auditor)

for and on behalf of Cheney & Co

Statutory Auditor

310 Wellingborough Road

Northampton

NN1 4EP

1st December 2025

TURNOVER

3

13,786,665

12,079,543

Cost of sales

(1,560,145

)

(1,501,173

)

GROSS PROFIT

12,226,520

10,578,370

Administrative expenses

(8,641,570

)

(7,020,414

)

3,584,950

3,557,956

Other operating income

31,078

10,231

OPERATING PROFIT

6

3,616,028

3,568,187

Interest receivable and similar income

105,484

72,305

3,721,512

3,640,492

Interest payable and similar expenses

7

(75,289

)

(77,568

)

PROFIT BEFORE TAXATION

3,646,223

3,562,924

Tax on profit

8

(925,244

)

(901,215

)

PROFIT FOR THE FINANCIAL YEAR

2,720,979

2,661,709

Profit attributable to:

Owners of the parent

2,449,219

2,422,636

Non-controlling interests

271,760

239,073

2,720,979

2,661,709

PROFIT FOR THE YEAR

2,720,979

2,661,709

OTHER COMPREHENSIVE INCOME

Share buy back

990,000

-

Monies paid for shares

(625,000

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

365,000

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,085,979

2,661,709

Total comprehensive income attributable to:

Owners of the parent

2,814,219

2,422,636

Non-controlling interests

271,760

239,073

3,085,979

2,661,709

FIXED ASSETS

Intangible assets

10

233,113

280,208

Tangible assets

11

19,722,645

16,305,432

Investments

12

-

-

Investment property

13

1,752,972

1,752,972

21,708,730

18,338,612

CURRENT ASSETS

Stocks

14

69,404

61,513

Debtors

15

1,766,523

2,130,449

Cash at bank and in hand

3,504,604

4,304,561

5,340,531

6,496,523

CREDITORS

Amounts falling due within one year

16

1,803,520

1,474,422

NET CURRENT ASSETS

3,537,011

5,022,101

TOTAL ASSETS LESS CURRENT LIABILITIES

25,245,741

23,360,713

CREDITORS

Amounts falling due after more than one year

17

(574,946

)

(799,206

)

PROVISIONS FOR LIABILITIES

20

(1,579,706

)

(1,586,497

)

NET ASSETS

23,091,089

20,975,010

CAPITAL AND RESERVES

Called up share capital

21

7,216,000

8,206,000

Revaluation reserve

22

1,416,165

1,416,165

Capital redemption reserve

22

990,000

-

Other reserves

22

638,259

638,259

Retained earnings

22

12,339,024

10,514,805

SHAREHOLDERS' FUNDS

22,599,448

20,775,229

NON-CONTROLLING INTERESTS

491,641

199,781

TOTAL EQUITY

23,091,089

20,975,010

The financial statements were approved by the Board of Directors and authorised for issue on 1st December 2025 and were signed on its behalf by:

Mrs S K Hanspaul - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

16,019,135

16,027,984

Investments

12

1,846,348

1,846,247

Investment property

13

1,752,972

1,752,972

19,618,455

19,627,203

CURRENT ASSETS

Debtors

15

4,207,422

1,282,292

Cash at bank and in hand

1,219,649

2,390,693

5,427,071

3,672,985

CREDITORS

Amounts falling due within one year

16

3,771,175

3,859,960

NET CURRENT ASSETS/(LIABILITIES)

1,655,896

(186,975

)

TOTAL ASSETS LESS CURRENT LIABILITIES

21,274,351

19,440,228

CREDITORS

Amounts falling due after more than one year

17

(574,946

)

(799,206

)

PROVISIONS FOR LIABILITIES

20

(1,508,961

)

(1,519,097

)

NET ASSETS

19,190,444

17,121,925

CAPITAL AND RESERVES

Called up share capital

21

7,216,000

8,206,000

Revaluation reserve

22

1,416,165

1,416,165

Capital redemption reserve

22

990,000

-

Other reserves

22

638,259

638,259

Retained earnings

22

8,930,020

6,861,501

SHAREHOLDERS' FUNDS

19,190,444

17,121,925

Company's profit for the financial year

2,693,519

1,346,758

The financial statements were approved by the Board of Directors and authorised for issue on 1st December 2025 and were signed on its behalf by:

Mrs S K Hanspaul - Director

Called up

Capital

share

Retained

Revaluation

redemption

capital

earnings

reserve

reserve

£

£

£

£

Balance at 1st April 2023

8,206,000

8,092,169

1,416,165

-

Changes in equity

Total comprehensive income

-

2,422,636

-

-

Balance at 31st March 2024

8,206,000

10,514,805

1,416,165

-

Changes in equity

Issue of share capital

(990,000

)

-

-

-

Total comprehensive income

-

1,824,219

-

990,000

Balance at 31st March 2025

7,216,000

12,339,024

1,416,165

990,000

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1st April 2023

638,259

18,352,593

155,888

18,508,481

Changes in equity

Dividends

-

-

(195,180

)

(195,180

)

Total comprehensive income

-

2,422,636

239,073

2,661,709

Balance at 31st March 2024

638,259

20,775,229

199,781

20,975,010

Changes in equity

Issue of share capital

-

(990,000

)

-

(990,000

)

Dividends

-

-

20,100

20,100

Total comprehensive income

-

2,814,219

271,760

3,085,979

Balance at 31st March 2025

638,259

22,599,448

491,641

23,091,089

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1st April 2023

8,206,000

5,514,743

1,416,165

Changes in equity

Total comprehensive income

-

1,346,758

-

Balance at 31st March 2024

8,206,000

6,861,501

1,416,165

Changes in equity

Issue of share capital

(990,000

)

-

-

Total comprehensive income

-

2,068,519

-

Balance at 31st March 2025

7,216,000

8,930,020

1,416,165

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1st April 2023

-

638,259

15,775,167

Changes in equity

Total comprehensive income

-

-

1,346,758

Balance at 31st March 2024

-

638,259

17,121,925

Changes in equity

Issue of share capital

-

-

(990,000

)

Total comprehensive income

990,000

-

3,058,519

Balance at 31st March 2025

990,000

638,259

19,190,444

Cash flows from operating activities

Cash generated from operations

27

4,783,550

2,223,168

Interest paid

(75,289

)

(77,568

)

Tax paid

(954,899

)

(637,109

)

Net cash from operating activities

3,753,362

1,508,491

Cash flows from investing activities

Purchase of tangible fixed assets

(3,658,843

)

(248,557

)

Purchase of investment property

-

(435,548

)

Interest received

105,484

72,305

Net cash from investing activities

(3,553,359

)

(611,800

)

Cash flows from financing activities

Loan repayments in year

-

(165,929

)

Amount withdrawn by directors

(374,960

)

-

Share issue

(625,000

)

-

Dividends paid to minority interests

-

(195,180

)

Net cash from financing activities

(999,960

)

(361,109

)

(Decrease)/increase in cash and cash equivalents

(799,957

)

535,582

Cash and cash equivalents at beginning of year

28

4,304,561

3,768,979

Cash and cash equivalents at end of year

28

3,504,604

4,304,561

1.	STATUTORY INFORMATION

Adara Group 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.

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.

Basis of consolidation

The consolidated financial statements of Adara Group Limited and its subsidiary companies present the financial results and assets and liabilities of the group as a whole , after elimination of intra-group balances and trading items and intra-group dividends .They also show the cost of goodwill arising on consolidation in the consolidated balance sheet of the group which is a result of comparing the purchase cost of the parent company's investment in subsidiaries with the net assets acquired at acquisition.This goodwill is amortised over its estimated economic life and the net figure is shown in the balance sheet of the group.The non -controlling interests element , external to the group , is shown at the foot of the consolidated income statement and as a liability on the consolidated balance sheet. The dividends paid figure for the year in the consolidated statement of changes in equity is the dividend paid to non -controlling interests for the year.

The company balance sheet shows the assets and liabilities of the parent company , Adara Group Limited, only.The parent company's profit for the year is shown on the foot of the consolidated balance sheet.

Turnover

Turnover is measured at the fair value of the consideration received in connection with the provision of care home services, supplies of medicines from a NHS Pharmacy,and rental income after making due allowance for value added tax appropriate to the tax status of the income recognition.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, 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

-

No depreciation

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

33% on cost

The depreciation of freehold buildings is not material because the residual value of the cost element of the buildings is very high by reason of the Care Quality Commission's high standards expected on inspections of care homes which make up over 99% of the total figure of freehold properties.Freehold land is not depreciated.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.