REGISTERED NUMBER: 02463465 (England and Wales)

ADL PLC

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Independent Auditors' Report

7

Consolidated Profit and Loss account

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 Financial Statements

17

DIRECTORS:

P L Jackson

W J Davies

SECRETARY:

W J Davies

REGISTERED OFFICE:

Woodlands of Woolley Residential Home

Woolley Low Moor Lane

Woolley

Wakefield

West Yorkshire

WF4 2LN

REGISTERED NUMBER:

02463465 (England and Wales)

AUDITORS:

Cox Costello & Horne

Chartered Accountants and Statutory Auditors

Batchworth Lock House

99 Church Street, Rickmansworth

WD3 1JJ

BANKERS:

HSBC

41 Southgate

Bath

BA1 1TN

The directors present their strategic report of the Company and the Group for the year ended 31 March 2025.

REVIEW OF BUSINESS AND MANAGING DIRECTORS REPORT

The Company and Group (your Company) results for 2025 are an improvement from those of 2024 which is heartening.

Your Company is now debt free having paid off the remaining bank loan of £2,182,497.00 on the 30th April 2024.

Your Company's net assets per share have decreased from £4.46 to £4,89 as reported in last year's accounts mainly due to capital contributions of £6,6m made to the newly established ADL Employee Ownership Trust (EOT) and partially due to a small reduction of in the number of share issue.

On 28 March 2025, your Company restructured its ordinary shareholder structure with the formation of an EOT with the vision of making the business truly ‘employee owned’. The EOT now owns 99.12% of the ordinary share capital of ADL Plc and the directors believe this provides an excellent platform to preserve your Company’s independent status and also ensure that the business is run for the long-term benefit of its’ employees. The EOT has a trust board comprising of four trustees, two of whom are employee representatives which will hopefully ensure a clearer link and more transparency between the employees and your Company going forward.

As always I would like to express the Board's gratitude to all the staff and suppliers for all their support and help during the year. Without this support your Company would not be as successful.

PRINCIPAL RISKS AND UNCERTAINTIES

The principle risks and uncertainties of the business are as follows:

1.

The potential for a pandemic.

2.

Exposure to new legislation and regulatory requirements.

3.

The recruitment and retention of suitably trained staff and changes in regulations relating to immigration controls.

4.

The regulatory requirements and the inspections by CQC and local authorities.

5.

The potential withdrawal of local authority approval/funding.

6.

Continuing inflationary pressures particularly in relation to gas and electricity.

Key Performance Indicators

The directors consider the following key performance indicators of the business to be the most important and monitor them on a regular basis.

1.

Gross margin

2.

Wage costs per occupied bed

3.

Occupancy rates

4.

Investment in property assets

5.

Debtor turn and cash balances

GOING CONCERN

The directors, after reviewing the group's operating budgets and financing arrangements, consider that the company and group have sufficient financing available at the date of approval of this report. Accordingly, the directors are satisfied that it is appropriate to adopt the going concern basis in preparing the annual report and financial statements. Refer to note 2 of the financial statements for further details.

A full description of the group's business activities, financial position, cash flows, liquidity position, committed facilities and borrowing position, together with the factors likely to affect its future development and performance, are set out in the Strategic Report.

ON BEHALF OF THE BOARD:

W J Davies - Director

17 October 2025

The directors present their report with the financial statements of the Company and the Group for the year ended 31 March 2025.

The report of the directors is a document produced by the board of directors under the requirement of UK company law. It details the state of the company and group, and its compliance with applicable financial, accounting and corporate social responsibility regulations.

DIVIDENDS

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

FUTURE DEVELOPMENTS

The company and group will continue to attempt to raise the standards of care in the existing homes and may consider further strategic purchases if appropriate..

DIRECTORS

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

P L Jackson

W J Davies

FINANCIAL INSTRUMENTS

The risk management objectives and policies of the company and group, and the exposure of the company and group to price risk, credit risk, liquidity risk and cash flow risk are contained in the notes to the consolidated financial statements.

SHARE CAPITAL

No new shares were issued during the current and prior reporting periods.

Purchase of own shares and cancellation

Subject to the provisions of the Companies Acts, the company may purchase all or any of its shares of any class in any way.

During the reporting period, the company purchased and cancelled ordinary 5p shares totalling 32,388 (2024: 112,011). The cancelled shares represented 0.59% (2024: 2.01%) of the opening called up share capital. The shares were acquired for a total consideration of £137,649 (2024: £448,044) and the nominal value of the shares totalled £1,619.40 (2024: £5,600.55). The maximum and minimum prices paid were 425 per share. Share-related expenses in relation to stamp duty and other charges were £690 (2024: £2,245).

EMPLOYEES

The group operates non-discriminatory employment policies which are designed to attract, retain and motivate the very best people, recognising that this can only be achieved through offering equal opportunities regardless of age, disability, gender, race, religion, colour, nationality, marital status and sexual orientation.

Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned.

In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the group continues and that appropriate facilities are available and training is arranged. It is the policy of the group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.

Staff are encouraged to plan their careers within the group and to participate in appropriate ongoing training, consistent with the needs of the business.

All care homes develop their own internal communications and employees receive regular updates on the group's strategies, policies and results.

The group has taken appropriate steps during the financial period to introduce, maintain, or develop arrangements aimed at consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions that are likely to affect their interests.

Our success is due to the teamwork and co-operation of the people within the group. The directors thank all those who have worked so hard and contributed so much to achieve these results during a demanding time. The group continues to develop and maintain a culture which encourages long service and we are proud that so many employees choose to remain with us over many years.

DIRECTORS' LIABILITY INSURANCE

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial period and is currently in force. The company also purchased and maintained throughout the financial period, directors' and officers' liability insurance in respect of itself and its directors.

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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

Cox, Costello and Horne have indicated their willingness to continue in office, and a resolution that they will be re-appointed will be proposed to the Annual General Meeting.

ON BEHALF OF THE BOARD:

W J Davies - Director

17 October 2025

Opinion

We have audited the financial statements of ADL PLC (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025 which comprise the Consolidated Profit and Loss account, 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 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 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 Auditors' Report 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 five, 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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We designed procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the company's regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the company.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements, including: the company's constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assess the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigations. We identified the following areas as those most likely to have such an effect: laws and regulations relevant to Care Quality Commission regulated company; employment legislation; health and safety legislation; data protection legislation; anti-bribery and corruption legislation.

International Auditing Standards (UK) limit the required procedures to identify non-compliance with these laws and regulations, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

* Challenging assumptions made by management in its significant accounting estimates;

* Identifying and testing journal entries, in particular any entries posted with unusual nominal ledger account combinations, journal entries crediting cash or any revenue account, and journal entries posted by senior management;

* Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

* Ensuring that testing undertaken on both the performance statement and the Balance Sheet includes a number of items selected on a random basis;

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Auditing Standards UK). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

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 Auditors' Report.

Use of our report

This report is made solely to the Company's shareholders, 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 shareholders those matters we are required to state to them in an Auditors' Report 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Cox BSc FCA (Senior Statutory Auditor)

for and on behalf of Cox Costello & Horne

Chartered Accountants and Statutory Auditors

Batchworth Lock House

99 Church Street, Rickmansworth

WD3 1JJ

17 October 2025

TURNOVER

Group and share of joint ventures

21,060,917

19,117,371

Less:

Share of joint ventures' turnover

(541,669

)

(488,130

)

GROUP TURNOVER

3

20,519,248

18,629,241

Cost of sales

12,007,145

11,377,760

GROSS PROFIT

8,512,103

7,251,481

Administrative expenses

2,739,981

2,480,054

OPERATING PROFIT

5

5,772,122

4,771,427

Interest receivable and similar income

11,814

19,213

Interest payable and similar expenses

6

(38,453

)

(184,206

)

PROFIT BEFORE TAXATION

5,745,483

4,606,434

Tax on profit

7

1,548,103

1,304,600

PROFIT FOR THE FINANCIAL YEAR

4,197,380

3,301,834

OTHER COMPREHENSIVE

Income tax relating to other comprehensive

10,470

(550,502

)

OTHER COMPREHENSIVE FOR THE YEAR, NET OF INCOME TAX

10,470

(550,502

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,207,850

2,751,332

Profit attributable to:

Owners of the parent

4,197,380

3,301,834

Total comprehensive income attributable to:

Owners of the parent

4,207,850

2,751,332

Earnings per share expressed

in pence per share:

9

Basic

77.26

59.87

Diluted

77.26

59.87

FIXED ASSETS

Intangible assets

10

51,109

79,743

Tangible assets

11

22,602,601

22,991,945

Investments

12

Interest in joint venture

Share of gross assets

202,916

71,303

Share of gross liabilities

(80,545

)

(46,953

)

122,371

24,350

Other investments

1,335,000

1,335,000

24,111,081

24,431,038

CURRENT ASSETS

Stocks

13

14,500

14,500

Debtors

14

2,668,153

3,206,336

Cash at bank and in hand

2,555,318

5,695,539

5,237,971

8,916,375

CREDITORS

Amounts falling due within one year

15

2,856,237

2,501,040

NET CURRENT ASSETS

2,381,734

6,415,335

TOTAL ASSETS LESS CURRENT LIABILITIES

26,492,815

30,846,373

CREDITORS

Amounts falling due after more than one year

16

-

(1,796,643

)

PROVISIONS FOR LIABILITIES

20

(2,300,092

)

(2,325,679

)

NET ASSETS

24,192,723

26,724,051

CAPITAL AND RESERVES

Called up share capital

21

1,298,978

1,300,597

Share premium

22

3,712,396

3,712,396

Revaluation reserve

22

5,995,227

6,189,777

Capital redemption reserve

22

223,717

222,098

Retained earnings

22

12,962,405

15,299,183

SHAREHOLDERS' FUNDS

26

24,192,723

26,724,051

The financial statements were approved by the Board of Directors and authorised for issue on 17 October 2025 and were signed on its behalf by:

W J Davies - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

5,152,696

5,202,726

Investments

12

7,247,358

7,247,358

12,400,054

12,450,084

CURRENT ASSETS

Stocks

13

4,000

4,000

Debtors

14

1,893,260

2,195,499

Cash at bank and in hand

1,404,086

3,902,192

3,301,346

6,101,691

CREDITORS

Amounts falling due within one year

15

9,474,284

5,433,919

NET CURRENT (LIABILITIES)/ASSETS

(6,172,938

)

667,772

TOTAL ASSETS LESS CURRENT LIABILITIES

6,227,116

13,117,856

CREDITORS

Amounts falling due after more than one year

16

-

(1,796,643

)

PROVISIONS FOR LIABILITIES

20

(348,756

)

(358,955

)

NET ASSETS

5,878,360

10,962,258

CAPITAL AND RESERVES

Called up share capital

21

1,298,978

1,300,597

Share premium

22

3,712,396

3,712,396

Revaluation reserve

22

1,885,164

1,903,185

Capital redemption reserve

22

223,716

222,097

Retained earnings

22

(1,241,894

)

3,823,983

SHAREHOLDER FUNDS

26

5,878,360

10,962,258

Company's profit for the financial year

1,655,280

875,906

The financial statements were approved by the Board of Directors and authorised for issue on 17 October 2025 and were signed on its behalf by:

W J Davies - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

1,306,198

12,242,618

3,712,396

Total comprehensive income

-

3,506,854

-

Purchase of own shares

-

(450,289

)

-

Cancellation of own shares

(5,601

)

-

-

Total transactions with owners, recognised directly in equity

(5,601

)

(450,289

)

-

Balance at 31 March 2024

1,300,597

15,299,183

3,712,396

Total comprehensive income

-

4,402,400

-

Purchase of own shares

-

(138,339

)

-

Capital contributions employee ownership trust

-

(6,600,839

)

-

Cancellation of own shares

(1,619

)

-

-

Total transactions with owners, recognised directly in equity

(1,619

)

(6,739,178

)

-

Balance at 31 March 2025

1,298,978

12,962,405

3,712,396

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2023

6,945,299

216,497

24,423,008

Total comprehensive income

(755,522

)

-

2,751,332

Purchase of own shares

-

-

(450,289

)

Maintain capital upon redemption

-

5,601

5,601

Cancellation of own shares

-

-

(5,601

)

Total transactions with owners, recognised directly in equity

-

5,601

(450,289

)

Balance at 31 March 2024

6,189,777

222,098

26,724,051

Total comprehensive income

(194,550

)

-

4,207,850

Purchase of own shares

-

-

(138,339

)

Maintain capital upon redemption

-

1,619

1,619

Capital contributions employee ownership trust

-

-

(6,600,839

)

Cancellation of own shares

-

-

(1,619

)

Total transactions with owners, recognised directly in equity

-

1,619

(6,739,178

)

Balance at 31 March 2025

5,995,227

223,717

24,192,723

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

1,306,198

3,380,345

3,712,396

Total comprehensive income

-

893,927

-

Purchase of own shares

-

(450,289

)

-

Cancellation of own shares

(5,601

)

-

-

Total transactions with owners, recognised directly in equity

(5,601

)

(450,289

)

-

Balance at 31 March 2024

1,300,597

3,823,983

3,712,396

Total comprehensive income

-

1,673,301

-

Purchase of own shares

-

(138,339

)

-

Capital contributions employee ownership trust

-

(6,600,839

)

-

Cancellation of own shares

(1,619

)

-

-

Total transactions with owners, recognised directly in equity

(1,619

)

(6,739,178

)

-

Balance at 31 March 2025

1,298,978

(1,241,894

)

3,712,396

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2023

2,001,306

216,496

10,616,741

Total comprehensive income

(98,121

)

-

795,806

Purchase of own shares

-

-

(450,289

)

Maintain capital upon redemption

-

5,601

5,601

Cancellation of own shares

-

-

(5,601

)

Total transactions with owners, recognised directly in equity

-

5,601

(450,289

)

Balance at 31 March 2024

1,903,185

222,097

10,962,258

Total comprehensive income

(18,021

)

-

1,655,280

Purchase of own shares

-

-

(138,339

)

Maintain capital upon redemption

-

1,619

1,619

Capital contributions employee ownership trust

-

-

(6,600,839

)

Cancellation of own shares

-

-

(1,619

)

Total transactions with owners, recognised directly in equity

-

1,619

(6,739,178

)

Balance at 31 March 2025

1,885,164

223,716

5,878,360