& Professional
Care solutions
Care UK Plc    annual report and accounts 2003
Personal
Care UK Plc    annual report and accounts 2003
Care UK annual report 2003
Care UK Plc is a specialist care outsourcing
business working in partnership with the
NHS and Social Services, providing health
and social care solutions for the elderly,
the mentally ill, adults with learning 
disabilities and children. 
Highlights for the Year 1 Chairman’s Statement 2 Chief Executive’s Report 4
Financial Review 10 Case Studies 12 Biographical details of Directors 18
Directors, Executive Committee and Advisors 20   Report of the Directors 21
Report on Corporate Governance 23 Remuneration Report 24 Statement of Directors’ Responsibilities 30
Independent Auditors’ Report 31 Consolidated Profit and Loss Account 32 Balance Sheets 33
Consolidated Cash Flow Statement 34 Other Consolidated Primary Statement 35
Notes to the Accounts 36 5 Year Record 53 Notice of Annual General Meeting 54
& Professional
Care solutions
Personal Care UK annual report 2003
Demography and changing disease 
patterns
The UK population is growing and ageing.
Whilst total growth of 7.5% is expected over
the next 25 years, the number of the very 
elderly (85+) will increase by more than a
third. Studies have shown that at least 75%
of those over 65 years old have at least one
chronic condition (such as heart disease or
diabetes) with more than 50% suffering two
or more. This will necessitate a shift in the
paradigm of care with an emphasis on 
pro-active multi-disciplinary care across health
and social care professionals.
There is a growing realisation that investment
solely in treating illness and disease will not
deliver sustainable improvements in health.
Securing good health for the whole 
population is about achieving a balance
between investment in treatment and 
prevention. Greater emphasis is likely to 
be placed on solutions that focus on causes
of ill health including lifestyle issues (for 
example diet, exercise and smoking) 
and wider determinants of  health, such as
education, employment and housing.
Health and social care spending and 
public expectations
Over the 2003-08 period, the average increase
in NHS spending will be 7.4% each year
above inflation. This translates to extra 
funding of £34 billion by 2008, taking total
NHS expenditure in the UK to £109 billion, 
with 75% of spend allocated directly to 
the commissioning of services by Primary 
Care Trusts.
Over the next three years spending on 
personal social services will increase by 
25% to £15 billion. Nearly two thirds of 
current spend is for elderly care and 
children’s services.
We are now living in an era of consumerism.
The public want quicker access, higher quality
and, more importantly, a greater degree of
choice. Future generations of older people 
will have lived very different lives to those 
of their parents and grandparents and 
accordingly will have greater expectations 
of health and social care.
Choice and plurality of providers
The government is seeking to increase 
capacity, efficiency and patient choice by
engaging private sector companies in the 
provision and management of NHS and Local
Authority funded services. The commissioning
of Independent Sector Treatment Centres 
represents a significant step in this strategy.
This plurality is underpinned by an
enhanced regulatory framework
through the establishment by April 2004
of the Commission for Healthcare Audit
and Inspection (CHAI) and the Commission
for Social Care Inspection (CSCI)
as independent bodies to review
clinical governance and quality of
service provision.
Changing models of care
The NHS employs 1.25 million people and the social care 
sector a further million, yet there is an acute shortage of health
and social care professionals. This is driving a fundamental
rethink about how staff are recruited and deployed in the
delivery of services to utilise expertise to maximum effect.
A more rapid diffusion of existing and new technologies will
not only improve patient outcomes, but will also enable new
ways of working. NHS policy now favours a shift from hospital
to primary care services, provided as locally as possible and
increasingly at home. A similar trend is evident in social care
where local authorities increasingly look to favour homecare
solutions alongside care provided in residential and nursing
homes.
Intermediate care
The government recognises that a lack of high quality 
residential and nursing care and underdeveloped intermediate
care services have contributed significantly to inappropriate
admissions to, and delayed discharges from, acute hospitals.
From January 2004, the Community Care (Delayed Discharges)
Act, will incentivise closer partnership between the NHS and
local authorities to develop solutions involving innovative 
combinations of residential and community care.
Mental health and learning disability
The development of mental health services is one of the 
top three clinical priorities for the government with joint
responsibility placed on health and social services to deliver 
a clear and comprehensive plan for mental health service
improvement. Set out in the National Service Framework for
Mental Health and the NHS Plan, are key targets which will
require health and social services to work together, and in 
partnership with the independent and voluntary sectors.
Significant additional investment has been made available by
the government to support delivery and it is this that should
see change delivered in the way people with mental health
needs access and receive the support they need.
The government’s agenda for people with a learning disability
has been set out in “Valuing People” published by the
Department of Health in 2001. At the heart of this strategy are
the four key principles of rights, independence, choice and
inclusion. The aim is to provide people with a learning disability
the same rights and opportunities as others in the least 
restrictive environment possible.
personally
market overview
thinkingprofessionallyand
Care UK Plc
Connaught House
850 The Crescent
Colchester Business Park
Colchester Essex
CO4 9QB
Tel 01206 752552
Fax 01206 517187
enquiries@careuk.com
& Professional
Care solutions
Personal Care UK annual report 2003 1
“Care UK has seen a step change in
market position during the year through
the new ISTC contracts, allowing the
group to enter the acute care market at
a time when the Government is seeking
to involve the private sector in the
delivery of NHS acute care”.
Highlights for the year
Results before revenue Total
investment costs results
2003 2002 2003 2002
£000 £000 Change £000 £000
Turnover 108,149 97,794 +10.6% 108,149 97,794
Operating profit* 13,340 11,391 +17.1% 10,343 8,429
Profit before tax* 9,869 8,338 +18.4% 6,872 5,376
Profit before tax 9,265 7,838 +18.2% 6,268 4,876
Earnings 6,228 5,028 +23.9% 4,130 2,955
Basic earnings
per share* 13.79p 11.27p +22.4% 9.54p 7.04p
Dividends:
Final 1.90p 1.70p +11.8% 1.90p 1.70p
Total 2.80p 2.55p +9.8% 2.80p 2.55p
* before goodwill amortisation of £604,000 (2002: £500,000)
Care UK is pleased to report continuing good growth in turnover, operating profit and earnings.
 Significant progress made both strategically and operationally:
 Preferred bidder appointments won by the group’s joint venture company, Care UK Afrox
Healthcare, for three Independent Sector Treatment Centres (“ISTCs”); the group’s share of the
joint venture totals some £22m of annualised turnover
 Acquisition of Corvedale Holdings in September 2003 provides the foundation for major
development in the children’s services sector
 New contracts during the year
Residential: Islington and Hillingdon extension contracts signed
Hammersmith & Fulham, Croydon contracts in final stages of approval
Community: New contracts or extensions in East Dunbartonshire, Aberdeen, 
Argyll & Bute, Leicester, Lambeth, Sheffield and Birmingham
 Final revenue investment in development projects of £3.0m (2002: £3.0m) – change
programme now successfully completed. No more such costs to be incurred
 Total forward contracted turnover as at 30 September 2003
 Residential Care Services £534m
 Community Care Services £37m
 Current indicative preferred bidder turnover value £263m, including the group’s share of
turnover from the ISTC joint venture
 Total Residential Care occupancy level continuing at around 98%
“The group’s future
performance is
underpinned by its
solid base of existing
projects, as well as
new contracts
coming through and
ongoing organic
growth in
homecare. The
group is confident
that its robust
business base
combined with
exposure to a
dynamic market will
provide excellent
opportunities for
further growth”. Care UK annual report 2003 2
This has been a year of significant progress for
Care UK both operationally and strategically,
with the success in winning three Independent
Sector Treatment Centres and the move into
children’s care following the acquisition in
September 2003 of Corvedale Holdings.
Turnover increased by 11% at £108.1m
(2002: £97.8m). Before the final revenue
investment costs of £3.0m (2002: £3.0m),
operating profit was £13.3m (2002: £11.4m),
up 17%, and pre-tax profit before goodwill
amortisation increased by 18% to £9.9m
(2002: £8.3m). On the same basis, earnings
per share were 13.79p (2002: 11.27p), an
increase of 22%.
During the year the group has enhanced its
operational competence and the quality of
service delivery, securing important new
contracts in both Residential and Community
Care, and emphasising Care UK’s position as a
partner of choice for both Primary Care Trusts
and Local Authorities. In addition, we have
completed the one-off change programme
associated with the three long-term contracts
at Surrey, Hillingdon and Richmond ahead of
schedule and at a cost lower than originally
forecast.
Contracts signed during the year represent
annual revenue of £10m and our total
forward contracted turnover now amounts 
to around £571m at current prices. Through
organic growth and acquisition the group’s
homecare business, measured by the number
of hours of care delivered, has grown this 
year by over 28%.
In January of this year we established a joint
venture company with Afrox Healthcare Ltd, 
a major South African acute care provider.
Consistent with our strategy to develop
solutions for public sector outsourcing, this
was planned in response to the Department
of Health initiative to create new Independent
Sector Treatment Centres (“ISTCs”), previously
known as Diagnostic and Treatment Centres.
In September, the joint venture company was
appointed preferred bidder to build and run
three ISTCs in Plymouth, Trent/South Yorkshire,
and Maidstone.
chairman’s statement
opportunities forgrowth Care UK annual report 2003 3
These projects will help to extend Care UK’s partnerships with
innovative Primary Care Trusts as traditional acute care services
are increasingly being delivered as primary care solutions,
taking people out of hospital to receive care more
appropriately in the community.
In September the group acquired 75% of Corvedale Holdings,
a Shropshire based provider of residential care, education
and therapeutic activities for young people, which has
preferred supplier agreements with many UK Local Authorities.
Children’s care is a high priority area for Social Services and
this acquisition provides Care UK with significant opportunities
to develop in this important sector further.
Strategy
It is important for Care UK to understand and participate in the
evolution of the health and social care market, Government
strategy and local needs. We believe that the public sector will
continue to dominate the funding of health and social care,
but that there are demonstrable benefits of working with
private sector partners to deliver improvements in patient
choice, cost efficiency and innovation.
Our strategy is to provide a broad range of contracted health
and social care solutions to the NHS and Local Authorities.
Each of these services will focus on complex needs where
Care UK can provide significant added value and, therefore,
generate attractive returns, particularly where a number of the
solutions are integrated to provide a care pathway including
acute, rehabilitation and therapy treatments, alongside longer
term continuing care and support.
Board and employees
Richard Clough is to retire as Deputy Chairman, as planned,
at the 2004 Annual General Meeting. Richard was Chief
Executive from March 1994 until November 2001, when he
became Deputy Chairman. He has played a central role in the
success of Care UK, particularly in developing the company’s
relationships with public sector bodies. The Board is grateful to
Richard and wishes him well in his retirement.
As previously announced, Graham Lomer, Business Development
Director, left the group on 31 October 2003. The Board would
like to thank him for his substantial contribution to Care UK.
On behalf of the Board, I would like to thank once again our
staff, whose compassion and dedication continue to improve
the lives of the people they support and care for. The
development of our services is enabled by the quality of our
operational performance and by the skill and innovation of our
staff at all levels.
Dividend
The Board is recommending a final dividend of 1.90p per share
(2002: 1.70p per share) giving a total dividend for the year
of 2.80p per share (2002: 2.55p per share), an increase of
10%. The final dividend will be paid on 6 February 2004 to
all shareholders on the register on 9 January 2004.
Over the long-term, we expect to follow a progressive dividend
policy whilst maintaining a level of earnings cover appropriate
to the group’s continuing investment in the range of health
and social care opportunities available.
Outlook
Care UK has seen a step change in market position during the
year through the new ISTC contracts, allowing the group to enter
the acute care market at a time when the Government is seeking
to involve the private sector in the delivery of NHS acute care.
Care UK’s future performance is underpinned by its solid base
of existing projects, as well as new contracts coming through,
both in our existing as well as the new businesses outlined
above, and ongoing organic growth in homecare. The group
is confident that its robust business base combined with
exposure to a dynamic market will provide excellent
opportunities for further growth.
John Nash
Chairman
12 December 2003
for our business and ourclients Care UK annual report 2003 4
Residential care showed good growth in both
turnover and operating profit, reflecting price
improvements as well as the implementation
of new contracts. Operating margins rose by
around 0.8%, benefiting from a full year of
trading for both the Surrey contract and 
Tariro House, the opening of new homes in
Middlesbrough and Reading, and a reduction
in divisional overheads resulting from the
reorganisation carried out in 2002. Overall
occupancy across the division averaged
around 98% over the year, similar to 2002.
The division comprised a total of 2,716 beds
at 30 September 2003 (2002: 2,676 beds),
across 74 homes.
This improvement demonstrates the resilience
of our partnership model as well as the
opportunity we have to improve margins by
increasing non-contract bed rates in line with
the rising market. We anticipate further
margin improvement as we implement
changes in the use of a proportion of our
beds to provide more complex care services.
In Specialist Elderly Care, results benefited
from a full year’s contribution from the Surrey
contract and the newly constructed Woodside
Resource Centre, with 60 beds (51 contracted),
which was opened in Middlesbrough in
December 2002. The construction of homes
for the new Islington and Hillingdon contracts
is in line with the planned timetable.
consideration &innovation
chief executive’s report
Review of results
The results of the group are presented and commented on below based on the operational
structure that was introduced in 2002.
Residential Care Services
Year ended 30 September 2003 2002
£000 £000 Change
Turnover 70,259 65,674 +7.0%
Operating profit * 11,495 10,264 +12.0%
Operating margin 16.4% 15.6%
Average capital employed 64,945 58,976
Return on capital employed * 17.7% 17.4%
*before goodwill amortisation and revenue investment costs Care UK annual report 2003 5
in everything we do
As part of the Surrey development programme, the total
redevelopment of the Whitebourne home in Frimley was
completed on time in January 2003. Whitebourne is a
residential home for the elderly mentally ill with a total of 63
beds, of which 39 are included in the Surrey contract.
A major extension was developed at Laurel Dene in Richmond
adding 62 beds and to complete the Richmond project we are
developing two new homes at Whitefarm Lodge and Greville
House comprising 124 beds in total, due to open in August
2004 and August 2005 respectively, facilitating the closure of
homes and disposal of land during 2005 at Craig House and
Gifford House.
Performance in Mental Health Care was assisted by a full
year’s contribution from the Tariro House contract; this
contract, for 10 beds of the total of 16 in the home,
commenced in June 2002. The small disposal programme
initiated during the year resulted in the sale of four
non-strategic mental health homes. Opportunities for utilising
the as yet unopened 20-bed mental health facility at the
Woodside Resource Centre in Middlesbrough are currently
under review. The newly constructed high dependency
Rosebank nursing home in Reading was opened in July 2003,
with a total of 12 beds, all contracted to Berkshire Healthcare
NHS Trust for 10 years. Care UK annual report 2003 6
Performance in the residential element of the group’s Learning
Disabilities Services business improved significantly compared
to 2002. As the preferred model of care for this type of service
is typically supported living, included within the Community
Care Services division, profit growth resulted principally from
more effective management of the various facilities, with
turnover at a similar level to 2002. The closure of one home,
as part of the disposal programme, has improved occupancy
levels and allowed for more efficient staffing. No new facilities
were brought into service during the year.
New contracts
In March 2004 we expect to open a new care home for the
elderly with 66 beds at Franklin House in Hillingdon and the
first of two new care homes for the elderly in Islington, with
60 beds, with the second home due to open around October
2005, with 52 beds.
Contracts are now in the final stages of approval with the
London Borough of Hammersmith & Fulham and with Croydon
Primary Care NHS Trust. Whilst formal approval will now occur
later than previously indicated, this only reflects the public
sector procurement process. Under the Hammersmith & Fulham
contract we are to build and run two new elderly care homes
with a total of 158 beds, of which 130 will be contracted, as
well as 32 sheltered housing units. Capital investment for this
project will be in the order of £10.5m and the timetable to
opening will be around 12 months for the first home and a 
further 6 months for the second. This innovative project 
will provide for a care continuum including homecare
deliveringsolutions
chief executive’s report continued Care UK annual report 2003 7
services in the sheltered housing units (known as “extracare”),
day care and rehabilitation services (including hydro-therapy
pools), respite care beds, and high dependency nursing beds.
The purpose is to avoid hospital admissions and to enable an
independent living strategy, allowing people to remain in 
their own homes for as long as possible. Should care needs
become greater over time, the transition into a higher
dependency bed is eased by the resident’s familiarity with 
the centre.
Under the Croydon contract we are to build and run a
community forensic hostel with 12 beds, all contracted for
5 years, with capital investment of around £1.5m. The build
programme will be around 12 months. The hostel will provide
high dependency services for adults with severe and enduring
mental health needs and associated offending behaviour.
The service will facilitate the transition of patients from secure
units and has a long-term aim of enabling a return to
independent living.
Community Care Services
Year ended 30 September 2003 2002
£000 £000 Change
Turnover 37,890 32,120 +18.0%
Operating profit * 3,388 2,626 +29.0%
Operating margin 8.9% 8.2%
Average capital employed 10,025 8,195
Return on capital employed * 33.8% 32.0%
* before goodwill amortisation
The Community Care division also showed strong growth in
the year. These results include a contribution of just over 
8 months from Premiere Homecare, acquired in January 2003,
which yielded £0.9m of turnover and £0.4m of operating
profit. Organic growth was therefore 15.3% in turnover and
14.3% in operating profit. At 30 September 2003 the
Homecare business was delivering around 56,700 hours of
care per week (30 September 2002: 44,100), including
around 10,000 hours per week from Premiere, and the
Learning Disabilities business was providing care to
342 supported living service users (30 September 2002: 
270 service users).
In Homecare we targeted increased organic growth and
strengthened the management structure accordingly. Whilst
the 2002/03 year does not fully reflect the benefits of this
investment, we are pleased to report a run rate of activity at
the end of the year some 6% higher than the prior year
comparison on a like-for-like basis. Notable contract wins or
extensions were gained in Sheffield (extra 650 hours per
week), Lambeth (extra 350 hours per week) and an ‘extracare’
scheme for Birmingham City Council (250 hours per week).
With the addition of Premiere, total hours growth was over
28%. The integration of the Homecare management structure
with that for Supported Living also resulted in divisional
overhead savings.
Within Supported Living significant growth was achieved
mainly through the commencement of new services in
Argyll & Bute (47 service users), Aberdeen (8 service users)
and Uttlesford in Essex (28 service users).
The group’s Specialist Recruitment business performed
broadly in line with the previous year. This performance should
be considered in the context of the NHS’ procurement strategy
to establish a framework of centrally approved recruitment
agency providers. Our niche business focused on consultant
psychiatrists is not currently part of the framework and we are
reviewing opportunities to develop this business as a specialist
provider working alongside or, in due course, within the
National Framework.
for today and tomorrow Care UK annual report 2003 8
Children’s Services
The group entered the children’s services market by
acquiring 75% of Corvedale Holdings in September 2003.
Corvedale is a specialist provider of residential, educational
and therapeutic services to young people, in the 11 to
17 years age range, through a mix of care models. Based
in Shropshire, the business is highly regarded and has
preferred supplier relationships with over 80 Local Authorities.
Typically, admission is to Corvedale’s crisis and assessment
centre, an “outward bound” oriented centre on the Welsh
borders, for up to 13 weeks. Thereafter, the youngsters will
either return home, transfer to a residential care unit, or to
Corvedale’s specialist school in Ludlow. Here, they will continue
to receive therapeutic support as well as teaching specifically
tailored to maximising their level of potential. Through a very
high level of added value service, Corvedale is able to obtain
fee rates substantially higher than those typically available in
the group’s existing residential care business.
The children’s services market is valued at around £3.2bn and
is still highly fragmented. Corvedale is a high quality entry
point for Care UK to develop a substantial business in this
exciting sector. Corvedale’s management team, who are
remaining with the business, have established a robust and
high quality service infrastructure and are now ready to grow
the business significantly, initially optimising capacity in existing
facilities and extending services in the Shropshire heartland, 
to be followed by expansion into other regions. Now that
deliveringsolutions
chief executive’s report continued Care UK annual report 2003 9
Corvedale has a strong and rigorous operational base, we will
target further growth through acquisition, although given the
relatively nascent structure of the market this will be
opportunity dependent.
As Corvedale was acquired virtually at the end of the group’s
financial year, the 2003 results include no trading contribution
from this business.
Independent Sector Treatment Centres (previously DTC’s)
In anticipation of the Government’s strategy to create new
acute surgery capacity, a joint venture company was formed
with Afrox Healthcare Ltd (“Afrox”) in January 2003. Afrox is 
a substantial acute hospital company, based in South Africa,
operating over 7,500 acute care beds and 10,000 chronic care
beds. The interim name for the joint venture company is Care
UK Afrox Healthcare (“CUAH”). The joint venture is supported
by Alliance Medical, Europe’s leading provider of diagnostic
imaging services, supporting over 150 NHS and independent
hospitals in the UK.
The Department of Health bidding process required
‘additionality’ of healthcare professionals to avoid the ISTCs
denuding existing NHS staffing capacity. The partnership with
Afrox provides access to a substantial pool of experienced and
proven clinicians and nurses from South Africa.
In December 2002, the Department of Health initiated a
procurement project to commission a first wave of ISTCs.
CUAH submitted bids for nine projects and was appointed
preferred bidder for three ISTCs with Primary Care Trusts in
Maidstone, Plymouth, and Trent/South Yorkshire.
The aggregate annual turnover of CUAH for the three centres
is anticipated to be around £45m and capital investment is
expected to be approximately £35m. The service to be
provided is diagnostic investigation and routine surgery for
otherwise well patients, with a strong emphasis on
orthopaedic surgery. CUAH has developed innovative care
pathways, with extensive community based rehabilitation, 
to facilitate shorter periods of in patient stay.
The Trent/South Yorkshire project is likely to be preceded by 
a separate interim contract to commence in January 2004. 
The commissioning dates of the three permanent projects are
currently expected to be the latter part of 2004 for Plymouth,
the middle of 2005 for Trent and the latter part of 2005 
for Maidstone.
Strategy for growth
The group’s continuing success will reflect the ability to design
and deliver solutions that meet purchaser and user needs in
terms of quality, innovation and efficiency. In recognition of
this, we have increased focus on operational rigour and
solutions design flair to develop a broad base of related health
and social care services.
The ISTC project in particular represents a highly significant
opportunity for Care UK to become a credible provider of
acute and extended care pathway services at a time when the
Government and Primary Care Trusts are setting out to involve
the private sector more substantively in the provision of such
services. The NHS acute care market is valued at around £35bn
per annum, with a further £12bn expenditure in primary care.
Clearly, significant transition of services to be delivered by the
private sector will represent material opportunity for early
mover companies, such as Care UK.
Growth is therefore targeted to reflect the strategies of Primary
Care Trusts and Local Authorities to treat and support people
in a secondary care or independent living environment,
avoiding non-essential hospital admissions and stays, with
particular emphasis on the management of chronic disease. 
As we develop these models of care we would expect margins
to improve to reflect the greater complexity and value of these
services to commissioners.
Mike Parish
Chief Executive
12 December 2003
for the young and the old Care UK annual report 2003 10
Results for the year
The group results, set out in the consolidated profit and loss
account, show operating profit before revenue investment in
development projects (“RIDP”) and goodwill amortisation, of
£13.3m (2002: £11.4m). Profit before tax, RIDP and goodwill
amortisation was £9.9m (2002: £8.3m), and earnings per share
on the same basis were 13.79p (2002: 11.27p). Overall profit
before tax was £6.3m (2002: £4.9m).
Revenue investment in development projects
Having moved in 2002 to a more transparent accounting policy
relating to the change and temporary excess operating costs
associated with the group’s three long term outsourcing
contracts (Hillingdon, Richmond and Surrey), classifying such
costs as RIDP in the group’s accounts, a series of actions
intended to complete the change programmes associated 
with these contracts was initiated in the first half of the 2003
financial year. This has resulted in the completion of the various
change programmes up to four years earlier, and at a cost
around £2.4m lower, than originally planned.
The final change programme required a net revenue investment
of £3.0m in the current year (2002: £3.0m). This amount reflects
the receipt by the group of its share of the disposal proceeds of
the first surplus site released by the ongoing development
programme, in Hillingdon. Further proceeds will be received
from the disposal of the sites that will become surplus once the
Richmond redevelopment is complete, in around two years time.
The cumulative RIDP cost at 30 September 2003 amounts to
£8.8m, and is expected to reduce to around £5.7m once the
final proceeds are realised.
No such costs will be incurred by the group in the future.
Central costs
Total central costs in 2003 were £1.5m (2002: £1.5m). Having
invested significantly in strengthening the management of the
business during 2002, the level of central costs has broadly
remained the same in 2003 as in the previous year.
Joint venture
The group formed a joint venture company with Afrox
Healthcare Ltd earlier in the year to bid for ISTCs and has been
appointed preferred bidder on three such contracts. Until the
award of preferred provider status the joint venture partners had
agreed to carry their respective shares of the costs associated
with the bidding process. Since the award of preferred provider
status the joint venture has become responsible for directly
attributable costs associated with these projects, although the
partners are still carrying an element of cost related to the
projects. Accordingly, whilst the 2003 results include a small
negative contribution of £4,000 from the joint venture this
amount has not been separately disclosed, as it is immaterial to
the group’s results. The resources of the joint venture have been
added to significantly since the year-end as the demands on the
project teams have risen greatly.
Tax
The headline rate of taxation on pre-tax profit was 34.1% in
2003 (2002: 39.4%). The principal reason for the overall tax rate
being higher than the standard rate is the disallowance
of the majority of the group’s capital investment for capital
allowance purposes. The rate has reduced in 2003 primarily
as a result of more detailed effort to identify qualifying
expenditure where appropriate. The better indicator for
tax-related cash flow purposes is the level of current tax actually
payable, measured against profit before goodwill amortisation,
since historically the majority of goodwill amortisation has not
attracted tax relief. In 2003 this rate is 28.4% (2002: 27.1%),
excluding RIDP in both years as being non-recurring. This rate is
below the standard corporation tax rate of 30% mainly because,
where capital allowances are available, they are predominantly
given at a rate in excess of the applicable depreciation rate.
Cash flow, net debt and funding
Group net debt increased during the year by £3.5m to £63.0m.
The principal outflow related to further investment in the
construction of new residential homes and the completion
financial review
working together for a healthy Care UK annual report 2003 11
during the year of the change programme, giving rise to the
RIDP costs.
Cash inflow from operations, excluding RIDP , was £14.0m.
This represents 105% of earnings before goodwill amortisation
(“EBITA”) measured on the same basis. After taking account of
RIDP costs, cash generated from operations was £11.0m.
Gross capital investment during the year amounted to £8.9m, of
which over 90% was invested in the construction of new
homes. The current new homes programme will result in the
construction of 178 new beds over the next 18 months. During
the year a total of eleven properties were identified for disposal,
six resulting from contract expiry and the balance due to under-
performance of the related business. Of these, eight were
disposed of during the year for net proceeds of £2.2m with the
remaining three properties expected to be disposed of in the
next 12 to 18 months. The aggregate net book value of the
properties concerned, at 30 September 2002, was £2.9m and
the overall programme is expected to result in a broadly break-
even outcome.
A total of £2.7m was spent on acquiring businesses. Of this
amount, £0.8m related to Premiere Homecare, acquired in
January 2003, and £1.9m to Corvedale Holdings, acquired in
September 2003. An amount of £1.0m was also paid in respect
of Corvedale in the form of newly issued ordinary shares. 
Further maximum consideration of up to £4.2m could become
payable for these two acquisitions over the next 24 months
dependent on the performance of the acquired businesses. 
Of this amount, around £2.4m would be payable in cash with
the balance being payable through the issue of further new 
Care UK ordinary shares.
Net stakeholder payments, comprising interest, tax and
dividends less proceeds from share issues absorbed a further
£4.3m. The revised accounting policy on RIDP costs contributed
to a significantly lower tax-related cash outflow through the
repayment of around £0.8m of tax paid in earlier years. This will
not recur in future years.
Group borrowing facilities at 30 September 2003 amounted 
to £76.3m, comprising term loans of £48.3m, a £25m 5-year
evergreen Revolving Credit Facility and £3.0m of overdraft. The
group is currently documenting an extension in its mainstream
borrowing facilities of £12.5m, rather than the amount of
£25.0m advised at the time of the interim results in May 2003,
since the majority of the funding for the ISTC projects is now
being proposed on a non-recourse basis direct to the joint
venture company. This additional facility will require the group to
observe the same covenants as previously applied. The margin
payable on the additional £12.5m tranche of funding will be
around 0.25% higher than the group’s existing borrowings.
Shareholders funds at 30 September 2003 were £41.2m (2002:
£36.5m), and group gearing at the year-end was 153% (2002:
163%).
LTIP scheme
At the Extraordinary General Meeting held on 31 July 2003, the
group’s shareholders voted to approve the proposed Long Term
Incentive Plan. In total, awards have now been made over
339,351 shares, which will vest following the announcement of
the group’s 2006 results subject to the specified performance
targets being met. At 30 September 2003 the group’s Employee
Benefit Trust, created to provide the shares against the awards
made, held 357,580 ordinary shares of the company,
representing 0.71% of the issued ordinary share capital.
Dividends on these shares are waived by the EBT.
Earnings and dividends
Underlying earnings per share, before goodwill amortisation,
were 13.79p (2002: 11.27p), an increase of 22.4%. Total
dividends for the year, paid and proposed, amount to 2.80p
(2002: 2.55p), an increase of 9.8%. The final dividend will be
paid on 6 February 2004, to shareholders on the register as 
at 9 January 2004.
Paul Humphreys
Finance Director
12 December 2003
future Care UK annual report 2003 12
We faced many hurdles including a complex TUPE agreement,
an arduous process to achieve planning permission, anxieties
for both staff and residents and finally a three month delay in
completion. However, as the project progressed I began to gain
confidence in my ‘new colleagues’ at Care UK and respect for
their competence at dealing with the various issues that arose.
The project seemed to be on target for a March 2003 opening,
when the bombshell hit. The architects had discovered that the
site had soil contamination and would have to be replaced
before building could start. This meant a three month delay,
causing an immediate crisis as Fair Mile was due to close on 
30 April, meaning we had to find somewhere for the residents
to live until the new home was ready. Fortunately, luck was on
our side and there was an empty ward at the new Prospect
Park Hospital in Reading. However, organising two moves
within a ten week period meant a great deal of added pressure
for the whole team.
Rosebank House is 12 a bed independent hospital developed
in partnership with Berkshire Healthcare NHS Trust to provide
24-hour nursing care for people with severe and enduring
mental health problems. Its development was part of a
reprovision programme coinciding with the closure of Fair Mile
Hospital, which was built in 1870 and finally closed its doors
on 30 April 2003.
Having worked in the NHS for 17 years, the news that the
ward that I managed was to be reprovided by the independent
sector was a great shock. 
Once Care UK had been selected as preferred partner, I was
invited to be part of the joint project group. I had feelings of
doubt and distrust towards the private sector and it felt
strange knowing that Care UK were to be my future
employers. Being on the project team however, enabled me to
experience first hand how complex and lengthy the process of
commissioning a new service is. 
effectiveservice transfer
case studies NEW PIC
REQUIRED
Care UK annual report 2003 13
For whatever reason, the temporary move to Prospect Park
proved to be pivotal in keeping the nursing team together and
helping people make the decision to transfer to Care UK. By
this time the building of the new home was well underway
and I suggested that any ‘doubters’ should go and see it for
themselves. It wasn’t long before my transfer list had grown
from seven staff to thirteen.
Finally, on 24 July 2003, Rosebank House opened and
admitted its first residents. Six months on the residents seem 
to have settled in well to their new home and seem happy to
be here. The staff who are a mixture of TUPE transfers and
Care UK appointed staff are gelling well as a team. 
After all the initial misgivings that many of us had two years
ago, there is a general feeling amongst the team that this is a
good place to be and that the decision to transfer was the
right one.  Care UK annual report 2003 14
James Lappin (known to his friends as Jim) walks slowly down
the garden path on the arm of his support worker. He’s
enjoying the day as he shuffles the leaves out of his way.
Giving one of his huge infectious grins to a neighbour who
greets him, he might be any other frail pensioner out for a
breath of fresh air. 
There’s no outward sign that this 92-year-old man was shut
away at the age of fifteen and lost 72 years of his life to
institutions. 
Jim was slightly handicapped by cerebral palsy as a child and
was slow at school, having difficulties with reading and
writing. Government policy at that time was to send people
with learning difficulties to an institution. 
Jim finally left the institution, Lennox Castle in 1997 for a
ground-floor flat in Baillieston where he now receives 24-hour
care from Care UK.
He sometimes reflects on his lost years, but he bears no
grudges. Jim’s just happy to be free to step out of his home
whenever he has a mind to, to sit by his own fireside, and to
eat and drink what he wants to, and not to someone else’s
timetable.
Mark King, his senior support worker from Care UK says:
“Jim’s more interested in the present and when you get to
know him you realise what a sense of humour he has. Jim is a
very positive person, always laughing and full of enthusiasm.
He’s an inspiration to everyone who works with him.”
His flat is beside a busy road and he loves to look out of the
window and see what’s going on, or sit in the garden and
greet passers-by. He’s a popular man locally.
“He’s like a magnet and become very much part of the
community,” says Margaret McKenna, a support worker who
has watched him relax into his new life. 
There are outings to the cinema or a car run to the seaside.
He has also been on a ‘plane for the first time – on holidays to
Dublin and Majorca with his support workers.
The contrast between the life Jim led for 72 years, first at the
Royal Scottish National Hospital in Larbert and then at Lennox
Castle, and the life he is leading now could hardly be greater.
Today, he has his house with his own bedroom, decorated in
his favourite green with cheerful furnishings. He is wearing his
own clothes – and they fit, that may sound strange, but he
never had his own clothes before. He can switch on his wide
screen TV and video whenever he likes and relax in front of his
favourite soaps. The fridge and freezer are well stocked and he
can have a snack any time he likes. Best of all, for the first
time since he was a boy, he has been able to call somewhere
home.
case studies
making up for lost years Care UK annual report 2003 15
As a care worker for the ‘Home from Hospital’ scheme in
Poole, my first call today is at 07.30 when I visit Connie, who
arrived home from hospital yesterday evening following hip
surgery. She has unfortunately been in hospital for some time
and I aim to help her settle down again as quickly, and safely,
as possible.
When I arrive Connie is still in bed and finding it difficult to
get out. Having assisted her out of bed, I offer to make the
bed and tidy up while she washes. Connie explains she is
experiencing difficulty using the toilet, because it is too low. I
suggest she might benefit from an elevated toilet seat, as well
as some raisers for her bed and armchairs and offer to arrange
these for her. Connie is pleased, and I can see that by helping
her to overcome these minor issues she will soon be able to
manage very well on her own. 
My next client, Albert has a terminal illness, and we aim to
help him to stay at home, with his family, for as long as
possible. I have been visiting for more than three weeks now
and Albert and his wife, Mavis have come to know me quite
well. I assist Albert with his personal care, including helping
him to dress and move downstairs for the day. I stay a little
over my allocated time with Mavis who is tearful today, due to
feeling helpless, it is clear that she needs our support as much
as her husband does.
After leaving Albert and Mavis, I telephone the office,
requesting an occupational therapy visit for Connie to ensure
she receives the elevated toilet seat and raisers, and to report
that Mavis needs some extra support. Care UK’s office staff
will contact the Social Services care manager and the
Macmillan Unit support team.
I move on to visit Jahinder, who was involved in a car crash
several years ago and suffered a spinal injury. Jahinder lives in
a specially adapted flat, and enjoys being as independent as
possible. He has a call every morning to help him shower and
dress but otherwise manages everything himself.
My final call is to Donald who is being discharged from
hospital today. When I turn up to collect him he is a little
disorientated, but soon remembers me from my visit yesterday.
I take him home, make sure that the heating is working, the
beds are made and everything is clean and tidy. I also go
shopping to make sure that he has the basic essentials, finally,
with Donald’s consent, I inform his doctor that he is home and
relay the message that the doctor will visit after morning
surgery. 
My shift finishes soon after 2pm and despite being a busy
morning, I feel rewarded by every minute of it.
toilets, tears and transport,
all in a day’ s work
case studies Care UK annual report 2003 16
Mum moved in with us following a fall and then a stroke, she
wasn’t coping on her own anymore. Mum was worried that
she would get in the way, and that it wouldn’t be fair on my
husband or our sons, but we were happy to have her there – 
it made it so much easier to look after her.
For a while it worked out, we turned our dining room into 
a bedroom and Mum settled in fine. We had the support of
some homecare people every day and twice a week Mum
went to a day care centre, which meant I could continue
working.
But it got more and more difficult, Mum hated feeling like she
was in our way, but it got harder to leave her on her own. She
also wasn’t comfortable with me attending to her personal
needs and hated Bob and the boys seeing her in a state. She
couldn’t go through the night without needing me and we
found ourselves visiting the hospital more often.
One day Mum just quietly said that she would rather be in a
home. I was very upset but could see it would be best for
Mum. So we talked to the Doctor and Social Services and they
arranged for us to visit Laurel Dene.
I must admit, I expected a smelly old place with unfriendly
staff, but I was completely wrong, it’s a brand new building
and really light and airy. Mum was a bit worried that she
would be sharing a bedroom, sit around watching telly all day,
or be made to play Bingo, so she was really pleased when she
saw how nice it was.
She has her own room and took a few bits of her own
furniture with her. She’s even got an en-suite bathroom for the
first time in her life! There are several different lounges and
quiet rooms she can use when she wants company, or a
change, and it’s so easy for her family and friends to visit.
The staff are brilliant and she doesn’t do anything unless she
wants to. She still looks after herself as much as she can, but
has help to get dressed and for some of the personal stuff.
Everything is there for her – nurses, physiotherapists – and the
Doctor visits quite a bit too.
Mum’s keyworker is called Maggie and they get on really well.
I was amazed that within a few weeks Mum was doing things
she hadn’t done for years – like puzzles and painting. She’s
even made beautiful Christmas decorations for all of us this
year!
I still feel guilty sometimes, but when I think back to how
tough and upsetting it had become for all of us I know Mum
is better off there. The most important thing is that she feels
more independent and less of a burden. She feels at home!
case studies
It’s all turned out forthe best..! Care UK annual report 2003 17 Care UK annual report 2003 18
biographical details of directors
John Nash, 54
qualified as a barrister, having
read law at Oxford University. He
is Chairman of Sovereign Capital
Ltd, having previously been
managing director of Advent
Limited, and worked for Lazard
Brothers & Co., Limited. He is a
director of several companies in
which Sovereign has invested
and is a former Chairman of 
the British Venture Capital
Association.
Richard Clough, 57
qualified as a chartered
accountant and after a career in
the textile industry joined the
Company in 1987. As chief
executive, from 1994 until 2001,
he led the creation of Care UK’s
particular healthcare strategy. He
was appointed Deputy Chairman
in 2001. Richard is Chairman of
Medscreen Ltd and the Regard
Partnership Ltd. He has acted as
Deputy Chairman of Care Malta
Plc since 1994 and is also a non-
executive Director of Hallmark
Healthcare Ltd. Richard will retire
from the Board at the 2004
Annual General Meeting.
Mike Parish, 44
has extensive managerial
experience in the service sector
and in outsourcing. He joined NFC 
as a graduate trainee in 1981 and
was appointed Exel Divisional
Director in 1992. In 1995 he
initiated the formation of a joint
venture company between Exel
and Bass Brewers called Tradeteam
and was appointed Managing
Director. In 1999 Mike was
appointed to the Exel Plc main
board as Chief Executive of Exel’s
global industrial division. Mike was
appointed Chief Executive of Care
UK in November 2001.
Paul Humphreys, 45
qualified as a chartered
accountant at Ernst & Whinney
and then spent 3 years in ICI’s
Mond Division. He joined Care
UK from McLeod Russel Holdings
Plc where he was Group Finance
Director for almost 10 years.
Prior to McLeod Russel, Paul was
Finance Director at Leeda Group,
a subsidiary of Porter Chadburn
Plc, and held various positions 
at Bluebird Toys Plc including
Managing Director of the
Bluebird UK Division. Care UK annual report 2003 19
Lesley James, 54
has extensive experience in the
personnel and human resources
field. Having joined Tesco plc in
1985 she became Human
Resources Director in 1995 until
she retired in 1999. She is a 
non-executive director of the
West Bromwich Building Society,
Queens Moat Houses Plc, Alpha
Airports Plc and the Insolvency
Service together with being a
trustee of the charity I CAN, and
Governing Council Member for
the Open University. She is also 
a visiting fellow at the University
of Surrey.
Sir Tim Chessells, 62
has extensive experience of the
NHS, having been a Board
member of South East Thames
Regional Health Authority from
1988 to 1990 and Chairman of
North East Thames Regional
Health Authority from 1990 to
1992. From 1992 until March
1995 he was Chairman of the
London Implementation Group
and a member of the National
Health Service Policy Board. He is
Chairman of Catalyst Healthcare
Ltd, a PFI consortium company,
Chairman of the BT Pension
Scheme and Hermes Pension
Management Ltd., and Chairman
of Match Holdings Ltd.
Fritz Ternofsky, 59
has wide experience in
management in the hotel and
catering industry latterly as a
main board director of Compass
Group plc with chief executive
responsibilities initially for Europe
and later for UK and Scandinavia.
He remains a consultant to
Compass Group Plc. He is a 
non-executive director of Exel Plc,
Punch Taverns Plc, Dolphin
Nursery Limited and Chairman of
Kew Green Hotels Limited and
UK Explorer. Directors
John Nash
N
Non-Executive Chairman
Richard Clough Non-Executive Deputy Chairman
Mike Parish
N
Chief Executive
Paul Humphreys Finance Director
Sir Tim Chessells
ARN
Non-Executive, Chairman of the Audit
Committee
Lesley James
ARN
Non-Executive, Chairman of the Remuneration
and Nomination Committees
Fritz Ternofsky
ARN
Senior Independent Non-Executive
A
– member of the Audit Committee
R
– member of the Remuneration Committee
N
– member of the Nomination Committee
Secretary and registered office
Paul Humphreys
Connaught House, 850 The Crescent, Colchester Business Park,
Colchester, Essex C04 9QB.
Executive committee
The group Executive Committee meets monthly, is chaired by the 
Chief Executive and comprises the Finance Director and the following
senior executives:
Steve Bennett Group Human Resources Director
Roger Booker Managing Director – Community Care Services
Tony Hosking Managing Director – Residential Care Services
Sushil Jathanna Group Clinical Services Director
Auditors
KPMG Audit Plc, 6 Lower Brook Street, Ipswich,
Suffolk IP4 1AP.
Bankers
Bank of Scotland, Corporate Banking, 7th floor, 155 Bishopsgate,
Bishopsgate Exchange, London, EC2M 3YB.
National Westminster Bank Plc, Corporate Banking , 8th Floor, 
280 Bishopsgate, London, EC2M 4RB.
HSBC Bank plc, Midland House, 26 North Station Road, Colchester,
Essex CO1 1SY.
Brokers
Investec Securities Ltd, 2 Gresham Street, London, EC2V 7QP .
Brewin Dolphin Securities, Commercial Union House, 39 Pilgrim Street,
Newcastle upon Tyne, NE1 6RQ.
Registrars and Transfer Office
Computershare Investor Services Plc, PO Box 82, The Pavilions,
Bridgwater Road, Bristol BS99 7NH.
Care UK annual report 2003 20
directors, executive committee and advisors The directors present their report, together with the audited
Accounts for the year ended 30 September 2003.
Principal activities, trading review, and future prospects
The group’s principal activities comprise the provision of a
range of health and social care solutions primarily to various
public sector purchasers.
Results and dividends
The Consolidated Profit and Loss Account is set out on page 32.
The profit for the year retained by the group is £2,723,000
(2002: £1,703,000). Other movements in reserves are shown 
in Note 19 of the Accounts.
The directors recommend the payment of a final dividend of
1.90p per share (2002: 1.70p), making a total dividend for 
the year of 2.80p per share (2002: 2.55p), amounting to
£1,407,000 (2002: £1,252,000). The final dividend will, subject
to shareholders’ approval, be paid on 6 February 2004 to
shareholders on the register at 9 January 2004.
Employment of disabled persons
It is group policy to give fair consideration to the employment
needs of disabled people and to comply with current
legislation with regard to their employment. Wherever
practicable, we continue to employ and promote the careers 
of existing employees who become disabled and to consider
disabled persons for employment, subsequent training, career
development and promotion on the basis of their aptitudes
and abilities.
Environmental report
The group is committed to achieving high standards of
environmental management. The Board encourages
employees, suppliers and customers to consider the impact
of their actions on the environment and to strive for
continuous improvement. Our stated policies are structured
to comply with the many regulations, which are laid down 
by statute for our industry.
We ensure that all staff, as part of their induction training,
receive the appropriate and necessary knowledge with regard
to Health and Safety matters, food handling and moving and
handling techniques.
To assist in this regard we regularly check that our buildings,
equipment, fixtures and fittings comply with all necessary
standards and are suitable for our staff to use in fulfilling
their duties.
In our dealings with human and clinical waste we regularly
carry out appropriate risk assessments, we ensure our staff
receive training in all aspects of waste management and we
endeavour to implement a standardised approach to the
collection, handling and disposal of all forms of waste,
preferably at the point of generation.
We take all possible steps to eliminate the risk of contamination
occasioned by the spread of infection. Risk assessment,
establishment of appropriate procedures, intensive training
courses and regular clinical audits are all used in this regard.
In our building work, we endeavour to comply with the Agenda
21 guidelines, which followed the UN conference in Rio de
Janeiro in 1992. We also seek to ensure that our sub-contractors
and suppliers follow best practice in this regard.
Training & quality assurance
Care UK believes in and provides for the training of its
employees to give them the opportunity to fulfil their roles
more effectively, develop their skills and enhance their future
prospects. The group is actively involved in the “Investors In
People” programme.
Employee involvement
Management regularly visit the residential homes and
community care branches and discusses with members of 
staff matters of current interest and concern to the business. 
In order to encourage employees to become shareholders of
the company and to participate in the achievements of the
group, the company operates a Save As You Earn share option
scheme (see Note 18 of the Accounts). Management have
developed a series of internal communication tools, including
e-mail notices, newsletters and ‘cascade’ briefings in order to
keep employees informed regarding the progress, financial 
position and commercial issues of the group.
Charitable and political donations
The group supports a small number of charities which
themselves support the elderly and disadvantaged people.
During the year it made charitable donations of £438
(2002: £2,940). No political donations were made (2002: £Nil).
Directors
The names of the directors who held office on 30 September
2003 are as follows:
John Nash
Richard Clough
Mike Parish
Paul Humphreys
Sir Tim Chessells
Lesley James
Fritz Ternofsky
Graham Lomer resigned from the Board on 29 September 2003.
In accordance with the Articles of Association Lesley James and
Fritz Ternofsky retire by rotation and, being eligible, offer
themselves for re-election. Both directors have letters of
appointment that require the giving of three months notice by
either party; no compensation is payable by the company in
the event of early termination of their respective appointments.
Care UK annual report 2003 21
report of the directors for the year ended 30 September 2003 Details of directors’ remuneration, shareholding and options
over shares in the company are given in the Directors
Remuneration report on pages 24 to 29.
Substantial shareholders
The directors have been notified of the following interests
requiring disclosure in the issued share capital of the company
as at 12 December 2003:
Number of shares Percentage
Schroder Investment
Management Ltd 5,333,127 10.56%
Insight Investment 4,998,866 9.90%
Gartmore Investment Ltd.,
Gartmore Fund Managers
and Fenplace Two Ltd. 4,991,872 9.88%
JAS Nash 4,306,779 8.53%
Legal & General Group 1,552,189 3.07%
Apart from the interests disclosed above, the directors are not
aware of any other shareholding, which amounts to 3% or
more of Care UK’s issued share capital and requires disclosure
as at 12 December 2003.
Statement on payment of suppliers
The group does not follow a specific code or statement on
payment practice, however it is the group’s policy to pay its
suppliers in accordance with the payment terms agreed at the
outset of the relationship providing the supplier adheres to its
obligations.
As at 30 September 2003 the number of billing days
outstanding to suppliers by the company was 30 (2002: 24).
Auditors
A resolution to re-appoint KPMG Audit Plc as auditors will be
proposed at the forthcoming AGM.
Authority to purchase shares
The authority given at last year’s AGM of the company held on
27 January 2003 for the company to purchase in the market
4,900,000 of its shares, representing 10% of the issued share
capital, expires on 26 January 2004. This authority was not
used during the year and shareholders will be asked to give a
similar authority at the forthcoming AGM. During the year an
Employee Benefit Trust (“EBT”) was set up to act as the
mechanism for the provision of shares which vest under the
terms of the group’s Long Term Incentive Plan. The EBT
acquired 357,580 shares during the year at an average price of
196 pence each.
Annual General Meeting
The Notice of the Annual General Meeting is set out on 
pages 54 to 56. The attention of shareholders is drawn to the
notes forming part of the Notice of the Annual General
Meeting.
By order of the Board.
Paul Humphreys
Secretary
12 December 2003
Care UK annual report 2003 22
report of the directors continued Care UK annual report 2003 23
The directors acknowledge the principles set out in the
Combined Code issued by the committee on Corporate
Governance and intend to comply with the main provisions
thereof. The company has complied with the provisions of 
the Combined Code throughout the year.
The Company applies the principles of the Combined Code 
in the following ways:
Internal control
The directors are responsible for the group’s system of internal
controls and for reviewing its effectiveness. The internal control
systems are designed to meet the group’s particular needs and
manage the risks to which it is exposed, and by its nature can
only provide reasonable, but not absolute, assurance against
misstatement or loss.
The Combined Code requires that the directors’ review the
effectiveness of the group’s system of internal controls. This
requirement extends this review to cover all controls, including:
 Financial;
 Operational;
 Compliance; and
 Risk management
The directors confirm that there is an ongoing process for
identifying, evaluating and managing the risks faced by the
group, that has been in place for the year under review, and
that this process is regularly reviewed by the directors.
The group operates in one of the most closely monitored and
regulated areas of business, the care sector. Its divisions are
subject to external inspections by registration and other
authorities, which are followed up by publicly available reports.
It also conducts its own internal inspections.
With regard to financial matters, the group operates within a
control environment, that is designed to provide reasonable
assurance regarding the safeguarding of assets against
unauthorised use or disposition, the maintenance of proper
accounting records and the reliability of financial information
used within the business or for publication.
Key established procedures are:
 The definition of the organisation structure and the
appropriate delegation of responsibility to operational
management;
 The definition of authorisation limits, both financial and
otherwise;
 Written operational procedures;
 A system of financial reporting encompassing an annual
budget, updated forecasts and the monthly reporting of
actual results measured against both budget and forecast;
 The regular assessment of risks facing the business and 
the reporting of operational performance to the Board,
including internal and external operational audit reports.
Annually, the senior management of the operating divisions
review the systems of internal control in their division, which
are supported by assessments of key business risks, controls
and resulting exposures and confirm their compliance with
them. These assessments are subsequently reviewed by the
group Executive Committee and the Board.
The Audit Committee assists the Board in fulfilling its oversight
responsibilities, primarily reviewing the systems of internal
control and risk management, and the audit process. The
external auditors attend all relevant meetings.
The directors confirm that they have reviewed the effectiveness
of the group’s system of internal controls utilising inter alia, the
procedures identified above.
Going concern
After making enquiries the directors, at the time of approving
the Accounts, have formed the judgement that the group has
adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the Accounts.
The statement of directors’ responsibilities for preparing the
Accounts is set out on page 30.
Directors
The Board comprises the non-executive Chairman, the 
Chief Executive, the Finance Director and four non-executive
directors. The directors’ biographies appear on pages 18 and
19 and detail their experience ensuring an effective Board to
lead and manage the Group. The Board considers all of its 
non-executive directors, excluding JAS Nash and RS Clough, 
to be independent, F Ternofsky being identified as the 
senior independent director.
The non-executive directors, excluding the Chairman, have
made arrangements to meet at least annually with the first
such meeting being held in November 2003.
All directors have access to the Company Secretary and may
take independent advice at the group’s expense. The Board
meets monthly and has adopted a schedule of matters
reserved for its decision. The Board has established three
committees with defined terms of reference as follows:
The Remuneration Committee
The Remuneration Committee is comprised of the non-
executive directors except for John Nash and Richard Clough,
and is chaired by Lesley James. The Committee recommends
the remuneration of the executive directors, including the
granting of share options and service contracts. The Chairman
of the Remuneration Committee will be available at the
Annual General Meeting on 3 February 2004 to answer any
questions regarding remuneration. The Directors Remuneration
Report appears on pages 24 to 29.
The Audit Committee
The Audit Committee comprises the non-executive directors
other than John Nash and Richard Clough under the
chairmanship of Sir Tim Chessells. The Committee has direct
access to the group’s auditors and liaises with executive
management to review the effectiveness of internal controls.
The Nomination Committee
The Nomination Committee comprises Lesley James, John
Nash, Sir Tim Chessells, Fritz Ternofsky and Mike Parish and is
chaired by Lesley James. The Committee meets as and when
necessary for the appointment of new directors.
Relations with shareholders
The Board understands the need for communication with both
institutional and private shareholders. In addition to general
presentations after publication of results the Chief Executive
and Finance Director meet regularly with fund managers,
analysts and institutional investors. The company’s AGM
provides a forum for all shareholders to attend and put
questions to the Board. All resolutions are proposed separately.
All results statements, company announcements and investor
presentations are accessible to all shareholders via the group’s
website, www.careuk.com.
report on corporate governance for the year ended 30 September 2003 Unaudited information
Composition and role of the Remuneration Committee
The Remuneration Committee (“the Committee”) is chaired by
Lesley James, with the other members being Sir Tim Chessells
and Fritz Ternofsky. All members of the Committee are
independent non-executive directors. The Committee has access
to advice provided by the Chief Executive and the Group Human
Resources Director. During the year, the Committee appointed
Deloitte & Touche LLP to advise it on the creation and operation
of the group’s Long Term Incentive Plan (“LTIP”) and Employee
Share Option Scheme (“ESOS”). No director or senior executive
is involved in any matter relating to their own remuneration. This
report explains how the company has applied the principles in
the Combined Code on Corporate Governance that relate to
directors’ remuneration. It will be submitted to the forthcoming
annual general meeting for approval.
Framework and policy on executive directors’
remuneration
The policy of the Committee is to ensure that the
remuneration packages offered to the executive directors 
are competitive and designed to attract, retain and motivate
executive directors and senior executives of a high calibre.
These packages are reviewed regularly, at least annually, and
independent advice is taken where appropriate. They are
structured to achieve a balance between the fixed and variable
elements of compensation for each director. Accordingly, a
significant proportion of the remuneration package depends
on the attainment of certain objectives, both short and
long-term.
Basic salary
The Remuneration Committee meets at least once a year in
order to consider and set the annual salaries for executive
directors. Remuneration is considered with regard to personal
performance and independently compiled salary summary
information, and is commensurate with their responsibilities
and experience.
Incentive arrangements
Annual performance related bonuses
The bonus scheme for all executive directors is determined 
by reference to financial targets agreed by the Committee 
on an annual basis. For 2003 the scheme was based on the
increase in Profit before tax, calculated as a per share amount,
compared with the prior year. A bonus of 10% of salary was
payable for an increase of 12.5% in this figure; no bonus was
payable for performance below this threshold, and an
additional bonus of 2% of salary was payable for each
additional 1% increase above this threshold level. Bonuses are
capped at 50% of salary. A bonus of 19.47% of salary was
earned on this basis in 2003. A similar scheme has been
designed for 2004.
The Committee may also pay additional bonuses on a
discretionary basis for particular qualitative aspects of
performance. For 2003 additional bonuses were paid to 
Mike Parish (£15,000) and Paul Humphreys (£10,000) as
recognition of substantial progress achieved during the year 
on a number of significant projects. An additional bonus of
£9,000 was paid to Graham Lomer in respect of specific new
contracts signed or agreed during the year, in accordance with
the terms of his personal bonus plan.
No bonus payments are pensionable. Half of any total bonus
amount earned in excess of 10% of salary must be taken in
Care UK shares, which must be retained for a minimum 
period of 3 years. Such shares are purchased in the market to
the value of the bonus earned under the rules of the annual
bonus plan.
Long Term Incentive Plan
Under the terms of the LTIP , company shares may be awarded
each year to participants, on a discretionary basis, and 
subject to a maximum of 120% of base salary. The awards
made during the year represented 100% of base salary for 
the Chief Executive and 75% of salary for other participants,
including the Finance Director, and the maximum number of
shares that could be vested in each executive director upon
satisfaction of the performance criteria is shown in the table
on page 27.
Awards under the LTIP scheme are subject to two performance
criteria, the scales relating to which will be determined annually
by the Committee. The criteria are (a) growth in Earnings Per
Share (“EPS”), and (b) return on capital employed (“ROCE”).
EPS is measured before revenue investment costs and
exceptional items. ROCE is calculated as operating profit after
goodwill amortisation and before revenue investment costs and
exceptional items, divided by average capital employed, which
is defined as net debt less assets in the course of construction.
EPS growth is measured over the three-year period commencing
with the year prior to that in which the award is made. ROCE 
is measured in the final year of the three-year vesting period.
The separate elements of the overall award are calculated
independently in determining the overall amount of each award
that vest. The scales applying to the first awards made are:
 For the 50% of the award relating to EPS, if EPS growth
over the three-year period equals or exceeds 18% per
annum in excess of the annual growth in the retail price
index (“RPI”) then 100% of the award will vest. If EPS
growth is at 8% per annum in excess of RPI then 40% of
the award will vest. Awards will vest on a straight-line basis
for EPS growth between 8% and 18% per annum in
excess of RPI, and for growth below 8% per annum above
RPI no awards will vest.
Care UK annual report 2003 24
remuneration report for the year ended 30 September 2003 Care UK annual report 2003 25
remuneration report continued
 For the 50% of the award relating to ROCE, if ROCE in
year three equals or exceeds 16.5% then 100% of the
award will vest. If ROCE equals 13.5% then 40% of the
award will vest. Awards will vest on a straight-line basis for
ROCE between 13.5% and 16.5%, and for ROCE below
13.5% no awards will vest.
In the year under review, EPS as measured for the LTIP scheme
was 12.61p (2002: 10.25p), an increase of 23.02%, or
20.26% in excess of RPI over the year. ROCE for 2003 was
13.58%. If the performance targets for any award are missed
there is no opportunity to re-measure performance in a
subsequent year.
Employee share option scheme
The ESOS is administered by the Committee and is open 
to all directors and employees with participation being at the
discretion of the Committee. Participants will be granted
market value share options, up to a value not exceeding 200%
of salary in any one year, which would become exercisable
subject to the satisfaction of scaled performance targets over 
a three-year period. Although the rules of the ESOS and LTIP
schemes would allow a participant to be granted options
under both schemes in the same year the Committee will take
into account any LTIP awards in making any grants under the
ESOS. No options have been granted under the ESOS since its’
approval by shareholders on 31 July 2003.
Performance related share option scheme
Share options have been granted in previous years to the 
Chief Executive under the Performance-Related Share Option
Scheme. In broad terms the performance conditions attaching
to these options require that EPS for the previous three years
must not be less than the base year increased by RPI + 5%
tested annually. Details of such options are contained in the
table below. No further options will be granted under this
scheme.
Pensions
The group contributes to defined contribution personal
pension schemes in respect of the executive directors. None 
of the executive directors are members of any defined benefit
pension scheme. The contributions paid in respect of the
executive directors are detailed in the table on page 26.
Contracts of service and compensation for termination
It is the Committee’s policy that executive directors are
employed on rolling contracts subject to twelve months’ notice
from either party. The existing directors are employed on 
these terms. There is no provision in any director’s contract for
predetermined compensation or liquidated damages in the
event of early termination, but the company may make
payments in lieu of notice at its’ discretion. The Committee
would review each case of early termination individually in
order to ensure compensation settlements are made which are
appropriate to the circumstances. The contract details for the
executive directors are:
Non-executive directors
Non-executive directors are appointed for an initial term of
three years, which may be renewed for further terms of up 
to three years thereafter. As with executive directors, non-
executives must stand for re-election at the first annual general
meeting following their appointment and at least every three
years thereafter.
Non-executive directors’ fees are determined having regard 
to the need to attract individuals of the right calibre and
experience, the time and responsibilities entailed and the level
of fees paid by companies of similar size. The remuneration of
the Chairman and other non-executive directors is determined
by the Board within the limits set out in the Articles of
Association. None of the non-executive directors receives any
pension contribution or participates in any of the incentive
schemes. All of the non-executive directors letters of
appointment are for periods not exceeding three years and
provide for early termination without compensation.
The information provided until this point in the report has not
been audited. The further disclosures set out below, with the
exception of the line graph on page 29, have been audited.
Effective date Unexpired term Notice period
Mike Parish 5 Nov-2001 12 months 12 months
Paul Humphreys 8 Jul-2002 12 months 12 months Audited information
Directors’ emoluments
The remuneration of each director who served during the year, excluding share options and awards, is set out in the table below:
Year ended 30 September 2003 2002
Compensation
Date of Salaries for loss Bonuses Bonuses
appointment /fees of office cash
1
shares
1, 2
Benefits Total Total
£000 £000 £000 £000 £000 £000 £000
Executive directors
Mike Parish
3
5 Nov 01 220 – 40 18 9 287 218
Paul Humphreys
3, 4
8 Jul 02 105 – 22 10 5 142 25
Graham Lomer See note 5 92 112 16 – 11 231 121
James Bryant See note 6 – ––– – – 110
417 112 78 28 25 660 474
Non-executive directors
John Nash 4 Mar 94 26 ––– – 26 15
Richard Clough
7, 8
25 Nov 87 137 – 30 – 6 173 148
Tim Chessells 17 Jul 95 20 ––– – 20 15
Lesley James 1 Sep 00 20 ––– – 20 15
Fritz Ternofsky 1 Sep 00 20 ––– – 20 15
223 – 30 – 6 259 208
Total 640 112 108 28 31 919 682
Notes:
1
Included within the total bonus payment for the year is a total discretionary amount of £25,000 payable in addition to the performance related bonus, as detailed
above. Half of this bonus was payable in cash and half in shares.
2
The company purchased shares awarded as part of the company annual bonus scheme, in the market, shortly after the announcement of the group’s year-end
results.
3
The remuneration paid to Mike Parish and Paul Humphreys in 2002 reflect their appointments part way through that year.
4
Until 30 January 2003 Paul Humphreys was a non-executive director of McLeod Russel Holdings Plc and was paid a salary by Care UK equivalent to 87% of the full
annualised amount to reflect the time spent on the company’s business.
5
Graham Lomer resigned on 29 September 2003.
6
James Bryant, formerly Finance Director, retired from the Board on 30 September 2002.
7
Richard Clough was Chief Executive until 5 November 2001, at which date he was appointed as Deputy Chairman. He became non-executive as at 30 September
2002. Amounts in respect of service as an executive director in the year ended 30 September 2002 were £148,000 (excluding pension contributions) and £177,000
(including pension contributions). The bonus paid to Richard Clough was determined at the time he stood down as Chief Executive.
8
The highest paid director for 2003 was Richard Clough, whose total emoluments were £459,000 including a taxable gain of £285,750 from the exercise of 400,000
options at an exercise price of 99.0p.
Directors pensions
Pension contributions to defined contribution schemes are detailed in the table below. Contributions are made at a rate of 
10% of salary for Mike Parish and 12.5% of salary for Paul Humphreys. Only basic salary is pensionable. These contributions are
subject to Inland Revenue limits. Where such limits would be exceeded, the remaining benefits are raised to the level that would
otherwise have been paid and are provided either in the form of contributions into a Funded Unapproved Retirement Benefit
Scheme (“FURBS”) or as a payment in lieu of pension benefits, at the discretion of the executive director. No such payments 
were made during the year.
2003 2002
£000 £000
Mike Parish 22 18
Paul Humphreys 13 2
Graham Lomer 11 11
James Bryant – 12
Richard Clough
1
36 29
Total 82 72
Notes:
1
When Richard Clough stood down as Chief Executive, it was agreed that a pension contribution of £22,500 per annum would be paid by the company until his final
retirement date from the Board. In addition, Richard Clough commuted £13,000 of his emoluments into a further pension contribution.
Care UK annual report 2003 26
remuneration report continued Care UK annual report 2003 27
remuneration report continued
Directors’ interests in shares
The directors’ beneficial interests (which include those of their immediate families) in the ordinary shares of the company and 
the executive directors’ interests in the LTIP are shown in the following two tables:
Shareholdings as at Shareholdings as at LTIP awards as at LTIP awards as at
30 September 2003 1 October 2002 30 September 2003
2
1 October 2002
Executive directors
Mike Parish 45,821 25,821 107,317 –
Paul Humphreys 12,500 7,500 41,158 –
Graham Lomer
1
660 660 ––
Non-executive directors
John Nash 4,306,779 4,181,779 ––
Richard Clough 220,198 120,198 ––
Sir Tim Chessells 30,000 30,000 ––
L James 9,000 9,000 ––
F Ternofsky 29,000 4,000 ––
Notes:
1
Shareholding as at 29 September 2003, the date of Graham Lomer’s resignation as a director.
2
As at 30 September 2003, 357,580 (1 October 2002: nil) ordinary shares were held by the trustees of the groups employee benefit trust of which 339,351 are subject
to LTIP awards. The directors are deemed to have a potential interest in those shares, being beneficiaries under the trust.
3
Since 30 September 2003 shares have been purchased by the company on behalf of the executive directors as part of the 2003 annual bonus plan as follows:
Mike Parish 6,758
Paul Humphreys 3,895
The following table gives details of the LTIP share awards held for each director:
Market price Interest at Awards Awards Interest at 
Award date Vesting of a share 1 October during vested 30 September
date on award 2002 year during year 2003
Mike Parish 4 Sep 03 See note 1 £2.05 – 107,317 – 107,317
Paul Humphreys 4 Sep 03 See note 1 £2.05 – 41,158 – 41,158
Notes:
1
The awards made during the year will vest, subject to the performance criteria, following the approval by the Audit Committee of the group’s results for the year to
30 September 2005. Directors’ interests in share options
Full details of options over ordinary shares in the company held by executive directors under the Performance-related share option
scheme (“PRSOS”), the No. 2 Executive share option scheme (“Exec”) and the Sharesave scheme (“SAYE”) are shown below:
Options
Options Options Options Options held as
held as at granted lapsed exercised at 30 Exercise Date from
1 October during during during September price which Expiry
Grant date 2002 year year year 2003 p exercisable date
Mike Parish
PRSOS
1
21 Dec 01 200,000 ––– 200,000 180.5 20 Dec 04 20 Dec 08
PRSOS
1
4 Dec 02 – 50,000 –– 50,000 124.5 3 Dec 05 3 Dec 09
SAYE
2
27 Jun 02 5,555 – (5,555) – – 171.0 N/A N/A
SAYE
2
27 Jun 03 – 7,209 –– 7,209 128.3 Aug 06 Feb 07
Paul Humphreys
SAYE
2
27 Jun 03 – 7,209 –– 7,209 128.3 Aug 06 Feb 07
Richard Clough
3
PRSOS
1
28 Aug 96 400,000 –– (400,000) – 99.0 N/A N/A
Exec 23 Jan 96 25,000 ––– 25,000 76.0 23 Jan 99 22 Jan 06
Exec 9 Jul 96 20,000 ––– 20,000 113.0 9 Jul 99 8 Jul 06
SAYE 12 Jul 00 4,725 ––– 4,725 205.0 Aug 03 Jan 04
Graham Lomer
PRSOS
1
28 Aug 96 43,000 –– (43,000) – 99.0 N/A N/A
PRSOS
1
21 Dec 01 50,000 ––– 50,000 180.5 20 Dec 04 20 Dec 08
Exec 23 Jan 96 41,500 –– (41,500) – 76.0 N/A N/A
SAYE 12 Jul 00 4,725 –– (4,725) – 205.0 N/A N/A
SAYE 27 Jun 02 – 7,209 –– 7,209 128.3 Aug 06 Feb 07
Notes:
1
The options granted under the PRSOS are normally exercisable in three equal tranches from the date exercisable shown in the above table, subject to satisfaction 
of the related performance criteria.
2
The group operates an all-employee savings-related share option scheme, the Sharesave scheme, which is designed to provide 
a long-term savings and investment opportunity for employees. For full details of this scheme, see page 47.
3
The options granted to Richard Clough were granted during his service as an executive director. The market price of the company’s shares at the date of exercise 
of the PRSOS options exercised during the year were:
23 May 03 150,000 options exercised Market price 154.0p
27 May 03 100,000 options exercised Market price 160.0p
9 Jul 03 50,000 options exercised Market price 182.5p
26 Aug 03 100,000 options exercised Market price 199.5p
4
The market value of the company’s ordinary shares at 30 September 2003 was 226.5p per share and the price range during the year was from 102.5p to 241.5p 
per share.
Care UK annual report 2003 28
remuneration report continued Care UK annual report 2003 29
Performance graph
The graph below shows the Total Shareholder Return (“TSR”) performance of the company compared to the TSR of the 
FTSE SmallCap over the last five financial years. The SmallCap has been chosen as the company has been a constituent of this
index throughout the relevant period and as there are no direct peer comparator companies against which it would be more
appropriate to measure return. TSR is not used directly for measuring performance under the group’s long-term incentive plan 
as the Committee has determined that the measures used, which are explained above, are more appropriate in assessing the
delivery of improved shareholder return.
Audit
In accordance with Schedule 7A to the Companies Act the group’s auditors, KPMG Audit plc, have audited the sections within
this remuneration report on director’s emoluments, directors’ interests in shares and options over ordinary shares.
Approved on behalf of the Board
Lesley James John Nash
Chairman of Remuneration Committee Chairman
12 December 2003 12 December 2003
remuneration report continued
0
20
40
60
80
100
120
140
160
180
200
01 Sep 98
01 Mar 99
01 Sep 99
01 Mar 00
01 Sep 00
01 Mar 01
01 Sep 01
01 Mar 02
01 Sep 02
01 Mar 03
01 Sep 03
Care UK
FTSE Small Cap Company law requires the directors to prepare Financial
Statements for each financial year which give a true and fair
view of the state of affairs of the Company and group and of
the profit or loss for that period. In preparing those Financial
Statements, the directors are required to:
 select suitable accounting policies and then apply them
consistently;
 make judgments and 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; and
 prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the group
will continue in business.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the financial position of the Company and to enable them 
to ensure that the Financial Statements comply with the
Companies Act 1985.
They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the group
and to prevent and detect fraud and other irregularities.
Care UK annual report 2003 30
statement of directors’ responsibilities Care UK annual report 2003 31
independent auditors’ report to the members of Care UK plc
We have audited the financial statements on pages 32 to 52.
We have also audited the information in the director’s
remuneration report that is described as having been audited.
This report is made solely to the company’s members, as a
body, in accordance with section 235 of the Companies Act
1985. 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 an auditor’s 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 members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report
and the directors’ remuneration report. As described on 
page 30 this includes responsibility for preparing the financial
statements in accordance with applicable United Kingdom law
and accounting standards. Our responsibilities, as independent
auditors, are established in the United Kingdom by statute, 
the Auditing Practices Board, the Listing Rules of the Financial
Services Authority and by our profession’s ethical guidance.
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration report
to be audited have been properly prepared in accordance with
the Companies Act 1985. We also report to you if, in our
opinion, the directors’ report is not consistent with the
financial statements, if the company has not kept proper
accounting records, if we have not received all the information
and explanations we require for our audit, or if information
specified by law regarding directors’ remuneration and
transactions with the group is not disclosed.
We review whether the statement on page 23 reflects the
company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules,
and we report if it does not. We are not required to consider
whether the board’s statements on internal control cover all
risks and controls, or form an opinion on the effectiveness of
the group’s corporate governance procedures or its risk and
control procedures.
We read the other information contained in the Annual
Report, including the corporate governance statement and 
the unaudited part of the directors’ remuneration report, and
consider whether it is consistent with the audited financial
statements. We consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with Auditing
Standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the financial statements and
the part of the directors’ remuneration report to be audited. 
It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the
financial statements, and of whether the accounting policies
are appropriate to the group’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements and the
part of the directors’ remuneration report to be audited are
free from material misstatement, whether caused by fraud 
or other irregularity or error. In forming our opinion we 
also evaluated the overall adequacy of the presentation of
information in the financial statements and the part of the
directors’ remuneration report to be audited.
Opinion
In our opinion the financial statements give a true and fair
view of the state of affairs of the company and the group as 
at 30 September 2003 and of the profit of the group for the
year then ended and the financial statements and the part of
the directors’ remuneration report to be audited have been
properly prepared in accordance with the Companies 
Act 1985.
KPMG Audit Plc
Chartered Accountants, Registered Auditor
Ipswich
12 December 2003 2003 2002
Results Revenue Results Revenue
before investment before investment
revenue in revenue in
investment development investment development
Notes costs projects Total costs projects Total
£000 £000 £000 £000 £000 £000
Turnover
Continuing operations 107,248 – 107,248 97,794 – 97,794
Acquisitions 901 – 901 –––
108,149 – 108,149 97,794 – 97,794
Cost of sales 3 (80,481) (2,997) (83,478) (74,733) (2,962) (77,695)
Gross profit 3 27,668 (2,997) 24,671 23,061 (2,962) 20,099
Administrative expenses 3 (14,932) – (14,932) (12,170) – (12,170)
Operating profit before
goodwill amortisation 2 13,340 (2,997) 10,343 11,391 (2,962) 8,429
Goodwill amortisation 10 (604) – (604) (500) – (500)
Operating profit
Continuing operations 12,403 (2,997) 9,406 10,891 (2,962) 7,929
Acquisitions 333 – 333 –––
2 12,736 (2,997) 9,739 10,891 (2,962) 7,929
Net interest payable 
and similar items 4 (3,471) – (3,471) (3,053) – (3,053)
Profit on ordinary activities
before taxation 6 9,265 (2,997) 6,268 7,838 (2,962) 4,876
Taxation 7 (3,037) 899 (2,138) (2,810) 889 (1,921)
Profit on ordinary activities
after taxation 6,228 (2,098) 4,130 5,028 (2,073) 2,955
Dividends 8 (1,407) (1,252)
Retained profit for the year 2,723 1,703
Earnings per share 9
Basic 12.61p 8.36p 10.25p 6.02p
Diluted 12.59p 8.35p 10.14p 5.96p
Basic (before goodwill amortisation) 13.79p 9.54p 11.27p 7.04p
Diluted (before goodwill amortisation) 13.76p 9.52p 11.15p 6.97p
There were no material differences between the result as disclosed in the profit and loss account and that given by an unmodified
historical cost basis during the current and prior years.
There were no other recognised gains and losses during the current and prior years.
All results derive from continuing operations.
Care UK annual report 2003 32
consolidated profit and loss account
for the year ended 30 September 2003 Care UK annual report 2003 33
balance sheets
as at 30 September 2003
Group Company
2003 2002 2003 2002
Notes £000 £000 £000 £000
Fixed assets
Intangible assets 10 15,975 9,288 – –
Tangible assets 11 94,626 90,400 509 383
Investments : Joint venture 12 – – 30 –
Share of gross assets 27 – – –
Share of gross liabilities (31) – – –
Goodwill 30 – – –
Loans to joint venture 62 – 27 –
88 – 57 –
Investment in own shares 12 702 – 702 –
Investments: other 12 40 40 21,701 15,999
111,431 99,728 22,969 16,382
Current assets
Stocks and work in progress 13 744 828 – –
Debtors 14 17,648 13,157 76,277 72,774
Cash at bank and in hand 3,450 2,877 412 15
21,842 16,862 76,689 72,789
Creditors
Amounts falling due within one year 15 (23,490) (15,456) (9,236) (3,704)
Net current (liabilities)/assets (1,648) 1,406 67,453 69,085
Total assets less current liabilities 109,783 101,134 90,422 85,467
Creditors
Amounts falling due after more than one year 16 (63,994) (60,388) (62,149) (59,202)
Provisions for liabilities and charges 17 (4,486) (4,254) (4) –
Net assets 41,303 36,492 28,269 26,265
Capital and reserves
Called up share capital 18 5,047 4,909 5,047 4,909
Share premium account 19 5,034 3,205 5,034 3,205
Merger relief reserve 19 – – 8,951 8,951
Revaluation reserve 19 95 95 – –
Profit and loss account 19 31,006 28,283 9,237 9,200
Equity shareholder’s funds 41,182 36,492 28,269 26,265
Minority interests: equity interests 121 – – –
41,303 36,492 28,269 26,265
The Accounts on pages 32 to 52 were approved by the Board of Directors on 12 December 2003 and were signed on its behalf by:
Mike Parish, Chief Executive
Paul Humphreys, Finance Director 2003 2002
Notes £000 £000
Cash inflow from operating activities 23 10,983 9,933
Returns on investments and servicing of finance
Interest paid (3,133) (3,754)
Interest received 20 17
Net cash outflow from returns on investments and servicing of finance (3,113) (3,737)
Taxation
UK Corporation tax paid (821) (2,384)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (8,856) (11,950)
Proceeds from sales of tangible fixed assets 2,425 1,224
Investment in own shares (702) –
Loans to joint venture (62) –
Net cash outflow from capital expenditure and financial investment (7,195) (10,726)
Acquisitions
Payments to acquire subsidiary undertakings and businesses 
(net of cash acquired) 10 (2,734) (915)
Net cash outflow from acquisitions (2,734) (915)
Equity dividends paid (1,282) (1,154)
Cash outflow before financing (4,162) (8,983)
Financing
Issue of ordinary share capital 951 43
New secured loans 1,530 12,349
Repayments of amounts borrowed (790) (1,122)
Capital element of finance lease payments – (25)
Net cash inflow from financing 1,691 11,245
(Decrease)/ increase in cash in the year 24 (2,471) 2,262
Reconciliation of net cash flow to movement in net debt
Net debt at start of period 24 59,475 50,535
Decrease/(increase) in cash for the period 2,471 (2,262)
New secured loans 1,530 12,349
Repayment of amounts borrowed (790) (1,122)
Capital element of finance lease payments – (25)
Acquisition of subsidiary undertaking 362 –
Increase in net debt during period 3,573 8,940
Net debt at end of period 24 63,048 59,475
Care UK annual report 2003 34
consolidated cash flow statement
for the year ended 30 September 2003 Care UK annual report 2003 35
other consolidated primary statement
for the year ended 30 September 2003
Group
2003 2002
£000 £000
Opening shareholders’ funds 36,492 34,746
Profit on ordinary activities after tax 4,130 2,955
Dividends (1,407) (1,252)
Issue of shares 1,967 43
Closing shareholders’ funds 41,182 36,492
reconciliation of movement in shareholders’ funds 1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in
relation to the group’s accounts. The group has followed the transitional arrangements of FRS 17: “Retirement benefits” in
the accounts. The accounts have been prepared in accordance with applicable accounting standards and under the historical
cost accounting rules.
Basis of consolidation
Where a subsidiary is consolidated under acquisition accounting rules and the fair value of the purchase consideration 
and associated costs exceeds the fair values attributable to the net assets acquired, the difference is treated as purchased
goodwill. In accordance with FRS 10, the goodwill arising on acquisitions completed on or after 1 October 1998 is capitalised
as an intangible fixed asset and amortised over its estimated useful life, which will not exceed 20 years. 
Goodwill arising on acquisitions prior to this date was taken directly to reserves in the year of acquisition. On the disposal 
of businesses, any unamortised goodwill in the balance sheet or goodwill previously taken to reserves in respect of such
business is charged against the disposal in the profit and loss account.
A joint venture is an undertaking in which the group has a long term interest and over which it exercises joint control. The
group’s share of the profits less losses of joint ventures is included in the consolidated profit and loss account and its interest
in their net assets is included in the consolidated balance sheet in accordance with the gross equity method of accounting.
Turnover
Turnover represents sales and services to third party customers at invoiced amounts, excluding value added tax where
applicable.
Fixed assets
Freehold and long leasehold land and buildings are carried in the accounts at cost or external professional valuation. The last
valuation was 1992 and following the implementation of FRS 15 there have been no further valuations. Assets in the course
of construction are carried in the accounts at cost, taken from the most recent valuation certificate received prior to the date
of the accounts.
The cost of land and buildings includes both the costs of financing homes in the course of construction and other costs that
are directly attributable to bringing the asset into working condition for its intended use. Capitalisation of finance and other
costs ceases at the date of registration of the home.
Depreciation is provided to write off the cost, less estimated residual values, of fixed assets by equal instalments over their
estimated useful economic lives as follows:
Freehold and long leasehold land No depreciation provided
Freehold and long leasehold buildings 50 years or if shorter, the period of the lease or the associated contract
Motor vehicles 4 years
Furniture, fittings and equipment 3 to 10 years
Costs incurred in relation to contracts not yet signed where the group has been appointed preferred provider are capitalised
in accordance with UITF Abstract 34. Such amounts are held within Other Debtors until such time as the contract is signed
when they are transferred into assets in the course of construction.
Stocks and work in progress
Stocks are valued at the lower of cost and net realisable value.
Revenue investment in development projects
All excess operational costs and land sale proceeds in respect of long term outsourcing contracts are taken directly to the
profit and loss account as they are incurred.
Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes. Deferred taxation balances are not
discounted.
Care UK annual report 2003 36
notes to the accounts Leasing
Where the group enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the
lease is treated as a finance lease. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over
its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance
charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to
the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments.
All other leases are accounted for as operating leases and the rental charges are charged to the profit and loss account on 
a straight line basis over the life of the lease.
Pension costs
Contributions to defined contribution personal pension schemes are charged to the profit and loss account in the year in
which they become payable. Contributions to the defined benefit pension schemes are charged to the profit and loss
account so as to spread the costs of pensions over the employees’ working lives with the group. The assets of all schemes
are held separately from those of the group in independently administered managed funds.
Government grants
Capital based government grants are credited against the cost of the asset in the balance sheet and taken to the profit and
loss account over the estimated useful economic lives of the assets to which they relate.
Long Term Incentive Plan
The group’s Long Term Incentive Plan (LTIP) is a separately administered trust. Liabilities of the LTIP are guaranteed by 
the company and the assets of the LTIP mainly comprise shares in the company. In accordance with UITF 13, the assets,
liabilities, income and costs of the LTIP have been included in the consolidated and company’s accounts. The cost of annual
awards to participants that take the form of shares or rights to shares are recognised over the period to which each of the
performance criteria are measured and the benefits accrue.
2. Segmental analysis
All of the group’s activities take place in the UK.
Turnover Operating profit Capital employed
2003 2002 2003 2002 2003 2002
Analysis by class of business: £000 £000 £000 £000 £000 £000
Residential Care Services 70,259 65,674 11,495 10,264 70,652 62,616
Community Care Services
1
37,890 32,120 3,388 2,626 11,843 8,208
Central costs – – (1,543) (1,499) – –
Unallocated – – – – 17,640 17,080
Total before goodwill amortisation and
revenue investment in development
projects 108,149 97,794 13,340 11,391 100,135 87,904
Goodwill amortisation
2
(604) (500)
Total before revenue investment in
development projects 12,736 10,891
Revenue investment in development
projects
3
(2,997) (2,962)
Total operating profit 9,739 7,929
Notes
1
The capital employed within Residential Care Services includes £3,378,000 in respect of Childrens Services relating
entirely to the business acquired at the end of the financial year. Community Care Services includes £901,000 of turnover
and £333,000 of operating profit from businesses acquired during the year.
2
Goodwill amortisation comprises £115,000 (2002: £91,000) in respect of Residential Care Services and £489,000 
(2002: £409,000) in respect of Community Care Services.
3
RIDP relates wholly to Residential Care Services.
4
Capital employed represents net assets plus amounts classified as net debt less assets in the course of construction.
Care UK annual report 2003 37
notes to the accounts continued 3. Operating profit
2003 2002
Existing
operations Acquisitions Total Total
£000 £000 £000 £000
Turnover 107,248 901 108,149 97,794
Cost of sales (82,910) (568) (83,478) (77,695)
Gross profit 24,338 333 24,671 20,099
Administrative expenses (14,932) – (14,932) (12,170)
Operating profit 9,406 333 9,739 7,929
4. Net interest payable and similar items
2003 2002
£000 £000
Interest payable on bank overdrafts and loans 3,720 3,342
Less: amount capitalised to assets in the course of construction at an annual rate of 6.5% (2002: 7.0%) (229) (272)
Interest payable and similar charges 3,491 3,070
Interest receivable (20) (17)
Net interest payable and similar items 3,471 3,053
5. Employees
2003 2002
£000 £000
Staff costs for all employees, including executive directors, consists of:
Wages and salaries 70,771 54,534
Social security costs 4,774 3,934
Other pension costs 548 838
76,093 59,306
Other pension costs represent contributions to the group’s pension schemes. Accrued contributions at 30 September 2003
were £nil (2002: £nil).
Directors emoluments are disclosed in the remuneration report.
The average monthly number of employees of the group during the year, including executive directors, was as follows:
2003 2002
Number Number
Nursing, care & support staff 7,655 6,628
Management & administration 495 451
8,150 7,079
Care UK annual report 2003 38
notes to the accounts continued 6. Profit on ordinary activities before taxation
2003 2002
£000 £000
This is arrived at after charging/(crediting):
Depreciation - owned assets 2,794 2,520
Auditors’ remuneration
Statutory audit services 77 74
Further assurance services 8 6
Tax advisory services 100 68
Leasehold occupancy costs 2,005 2,457
Hire of other assets - operating leases 6 6
Loss/(profit) on disposal of fixed assets 464 (47)
Goodwill amortisation 604 500
Of the auditors’ remuneration £8,500 (2002: £8,200) was in respect of the company. In addition fees paid to the auditors
shown above exclude £40,000 in respect of IT systems work and £26,000 relating to the due diligence for the acquisition 
of Corvedale Holdings Ltd. The former item has been capitalised as part of an ongoing investment in upgrading the 
groups financial systems and will be depreciated in accordance with group policy from the date when the new system
becomes operational. The latter item is included within the overall transaction costs incurred in the acquisition of 
Corvedale Holdings Ltd.
7. Taxation on profit on ordinary activities
2003 2002
£000 £000
UK corporation tax payable at 30% (2002: 30.0%) 1,953 1,442
Deferred taxation 232 552
Adjustment relating to previous years (47) (73)
2,138 1,921
The tax charge for the year represents an effective rate on profit on ordinary activities of 34.1% (2002: 39.4%). The rate 
for the year ended 30 September 2003 is affected inter alia by capital allowances for the year.
The current tax charge for the period is higher than the standard rate of corporation tax in the UK. The differences are
explained below.
Current tax reconciliation
2003 2002
£000 £000
Profit on ordinary activities before tax 6,268 4,876
Current tax at 30% 1,880 1,463
Current tax charge 1,953 1,442
(Over)/under charge (73) 21
Effects of:
Expenses not deductible for tax purposes (49) (60)
Goodwill amortisation (527) (500)
Capital allowances for period in excess of depreciation 451 498
Other (168) 75
Net total items (293) 13
Tax at 30% (88) 4
Plus tax charged at 20% 15 17
(Over)/under charge (73) 21
Care UK annual report 2003 39
notes to the accounts continued 8. Dividends
2003 2002
£000 £000
Ordinary dividends
Interim paid of 0.90p per share (2002: 0.85p) 448 418
Final proposed of 1.90p per share (2002: 1.70p) 959 834
1,407 1,252
The final dividend proposed of 1.90p per ordinary share (subject to shareholders’ approval), will be paid on 6 February 2004
to shareholders on the register at 9 January 2004.
9. Earnings per share
The calculation of earnings per share is based on a weighted average of 49,389,727 issued ordinary shares (2002: 49,050,819)
in issue during the year ended 30 September 2003 and on £4,130,000 and £4,711,000 (2002: £2,955,000 and
£3,455,000) being the profit attributable to ordinary shareholders after and before goodwill amortisation respectively.
The diluted earnings per share is based on a weighted average of 49,478,065 ordinary shares (2002: 49,556,246) calculated
in accordance with FRS 14 which assumes that all dilutive options will be exercised. The profit attributable to ordinary
shareholders after and before goodwill amortisation of £4,130,000 and £4,711,000 (2002: £2,955,000 and £3,455,000)
has been calculated on a similar basis.
The calculation of undiluted and diluted earnings per share for the year to 30 September 2003 before the revenue
investment in development projects is based on the same weighted average of issued ordinary shares and profit attributable
to ordinary shareholders as shown above after adjusting for revenue investment in development projects.
10. Intangible assets
Intangible assets represents goodwill arising on acquisitions completed on or after 1 October 1998.
Goodwill Group
£000
Cost
At 1 October 2002 10,534
Additions 7,380
Adjustment in respect of acquisitions made in prior years (89)
At 30 September 2003 17,825
Amortisation
At 1 October 2002 1,246
Charge for year 604
At 30 September 2003 1,850
Net book value:
At 30 September 2003 15,975
At 30 September 2002 9,288
As permitted under FRS 7 “Fair Values in Acquisition Accounting”, the fair value of the assets acquired may be reassessed in
the instance of further information arising in the first full financial year following the year of acquisition.
Care UK annual report 2003 40
notes to the accounts continued 10. Intangible assets continued
In January 2003, the group acquired the business and assets of Premier Homecare. On 26 September 2003 the company
acquired 75% of the shares of Corvedale Holdings Limited.
Acquisition of Corvedale Holdings Premier
Book Fair value Fair Fair
value adjustment value value Total
£000 £000 £000 £000 £000
Tangible fixed assets 821 – 821 – 821
Current assets
Stock 2 – 2 – 2
Debtors 524 – 524 – 524
Cash 105 – 105 – 105
Total assets 1,452 – 1,452 – 1,452
Liabilities
Creditors (659) (309) (968) – (968)
Provisions (1) – (1) – (1)
Total liabilities (660) (309) (969) – (969)
Net assets 792 (309) 483 – 483
Net assets after deducting 25% minority interest 362 – 362
Goodwill arising 5,340 2,040 7,380
Total consideration 5,702 2,040 7,742
Satisfied by:
Cash Shares Total Cash Total
£000 £000 £000 £000 £000
On acquisition 1,983 1,017 3,000 800 3,800
Transaction costs 198 – 198 40 238
Contingent consideration 1,152 1,352 2,504 1,200 3,704
3,333 2,369 5,702 2,040 7,742
The fair value adjustment in respect of Corvedale has been made to recognise a provision for an obligation existing at the
time of the acquisition. Corvedale made a profit after taxation of £94,000 in the 5 months from the beginning of its
financial year to the date of acquisition. In its previous full financial year the profit after taxation was £224,000.
The other business acquired during the year, Premier Homecare is a homecare business providing care workers to service
users in the London area. Prior to its acquisition by Care UK, Premier was operated as part of a larger, integrated business.
Accordingly, profit for the business was not separately reported.
Care UK annual report 2003 41
notes to the accounts continued 11. Tangible assets
Furniture Assets in
Land & Motor fittings & course of 
buildings vehicles equipment construction Total
Group £000 £000 £000 £000 £000
Cost or valuation:
At 1 October 2002 77,361 857 13,451 8,063 99,732
Additions 873 40 1,806 7,026 9,745
Acquisitions 677 71 73 – 821
Transfer to current assets (504) –– (162) (666)
Transfers 8,893 – 488 (9,381) –
Disposals (1,339) (238) (641) (1,460) (3,678)
At 30 September 2003 85,961 730 15,177 4,086 105,954
Depreciation:
At 1 October 2002 2,515 413 6,404 – 9,332
Charge for year 1,129 165 1,500 – 2,794
Transfer to current assets (19) ––– (19)
Disposals (37) (192) (550) – (779)
At 30 September 2003 3,588 386 7,354 – 11,328
Net book value:
At 30 September 2003 82,373 344 7,823 4,086 94,626
At 30 September 2002 74,846 444 7,047 8,063 90,400
Freehold land and buildings include depreciable assets with an original cost of £51,880,000 (2002: £40,522,000) and
capitalised interest of £1,979,000 (2002: £1,784,000). Included within the net book value of land and buildings are long
leasehold buildings which have a net book value of £12,642,000 (2002: £10,892,000) and short leasehold buildings which
have a net book value of £8,966,000 (2002: £5,831,000).
Assets in the course of construction include capitalised interest of £494,000 (2002: £437,000). The net book value of motor
vehicles includes assets with a cost of £142,000 (2002: £nil) and accumulated depreciation of £71,000 (2002: £nil) held
under finance leases. The depreciation charge on fixed assets held under finance leases was £nil (2002: £nil).
Those properties included in the total for land and buildings, which are not carried at their original historical cost, amount 
to £1,833,000, equivalent to their 1992 open market valuation. These values have been retained in the accounts under the
transitional provisions of FRS 15. The directors do not intend to adopt a policy of annual valuation in the future.
The comparable amounts for freehold premises calculated in accordance with the historical cost convention are:
£000
Cost 86,321
Accumulated depreciation (4,043)
Net book value:
At 30 September 2003 82,278
At 30 September 2002 74,749
Care UK annual report 2003 42
notes to the accounts continued 11. Tangible assets continued
Furniture Assets in the
Motor fittings & course of
vehicles equipment construction Total
Company £000 £000 £000 £000
Cost:
At 1 October 2002 56 479 – 535
Additions 19 133 33 185
Disposals (26) –– (26)
At 30 September 2003 49 612 33 694
Depreciation:
At 1 October 2002 26 126 – 152
Charge for year 11 45 – 56
Disposals (23) –– (23)
At 30 September 2003 14 171 – 185
Net book value:
At 30 September 2003 35 441 33 509
At 30 September 2002 30 353 – 383
12. Investments
Group Company
Investment Investment Investment Investment Shares in
in joint in own in joint in own subsidiary
venture shares Other venture shares undertakings
£000 £000 £000 £000 £000 £000
Cost or valuation
At 1 October 2002 –– 40 –– 15,999
Additions 88 702 – 57 702 5,702
At 30 September 2003 88 702 40 57 702 21,701
13. Stocks and work in progress
Group
2003 2002
£000 £000
Assets for sale 584 99
Other 160 729
744 828
14. Debtors
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Due within one year:
Trade debtors 16,343 10,729 4 43
Amounts owed by subsidiary undertakings – – 73,190 70,570
Prepayments and accrued income 279 1,026 558 403
Other 1,026 1,110 380 433
Corporation tax – 292 2,145 1,325
17,648 13,157 76,277 72,774
Care UK annual report 2003 43
notes to the accounts continued 15. Creditors falling due within one year
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Bank loans and overdrafts (note 16) 3,932 1,964 2,983 –
Obligations under finance leases 47 – – –
Trade creditors 2,225 1,742 194 63
Amounts owed to subsidiary undertakings – – 1,657 2,117
Corporation tax 869 – – –
Employee taxes and social security 1,870 1,905 43 –
Accruals and deferred income 9,778 7,552 1,662 664
Dividends payable 959 834 959 834
Other 3,810 1,459 1,738 26
23,490 15,456 9,236 3,704
Included within bank loans and overdrafts are loan notes issued to the vendors of acquired businesses, amounting to
£166,000 (2002: £549,000). The loan notes carry interest at base lending rate and are redeemable at par between
April 2002 and April 2006.
16. Creditors falling due after more than one year
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Bank loans 62,519 60,388 61,274 59,202
Other 1,475 – 875 –
63,994 60,388 62,149 59,202
Included within bank loans are two amounts of £0.1m each at fixed rates of 9.1% and 11.5% respectively, repayable by
monthly instalments over the periods up until 9 May 2005.
The group has a secured loan facility of £73.3m. £50m of the facility expires on 26 March 2010, and carries repayments of
£0.25m per quarter increasing to £0.5m per quarter from and including 23 December 2004 with a single final repayment of
the remaining balance due on 26 March 2010. £25m of the facility is a 5 year evergreen facility which carries no repayment
requirement. In accordance with FRS 4, loan arrangement fees incurred in the initial setting up of the group facility have
been set off against the loan facility and recognised in the profit and loss account over the life of the facility.
Included within bank loans are loan notes of £894,000 (2002: £1,146,000) issued to the vendors of acquired businesses,
which carry interest at base lending rate and are redeemable at par between 30 June 2004 and 30 June 2006.
The bank loans, and the overdraft referred to in Note 15, are secured by fixed and floating charges over the freehold, long
leasehold and certain other assets of the group. The loan notes are guaranteed under the evergreen bank facility.
Care UK annual report 2003 44
notes to the accounts continued 16. Creditors falling due after more than one year continued
Financial assets
The group has no financial assets, excluding short term debtors, other than cash at bank of £3.45m. This is a sterling
denominated deposit held in an interest bearing current account receivable on demand.
Financial instruments
The group’s financial instruments comprise short term debtors and creditors, borrowings and cash, all of which are
denominated in Sterling. The main purpose of these financial instruments is to raise finance for the group’s operations. 
As permitted by FRS 13 “Derivatives and other financial instruments”, short term debtors and creditors have been excluded
from the disclosures.
It is, and has been throughout the year, the group’s policy that no trading of a speculative nature in financial instruments
shall be undertaken.
The main risks arising from the group’s financial instruments are interest rate risk and liquidity risk. The Finance Director is
responsible for managing these risks and reports to the Board on a regular basis on the policies adopted. The policies are
summarised below.
Interest rate risk
The group finances its operations through called up share capital, retained profits, bank borrowings, and the sale of assets 
if appropriate. The group’s income is by its nature relatively stable and its growth is, inter alia, impacted by inflation. Group
policy is to balance interest rate fixes between the short, medium and long term. In 2002, the group purchased 2 hedging
instruments, details of which are as follows:
 On 12 March 2002, a 5 year cap was purchased at 6.5% on £25m of borrowings.
 A 7 year fixed rate swap was purchased at 5.67% plus margin on £25m, effective as of 14 August 2002.
Liquidity risk
The group prepares annual cash flow forecasts reflecting known commitments and anticipated projects. Borrowing facilities
are arranged as necessary to finance requirements. The group has available bank and overdraft facilities totalling £76.3m,
sufficient, with cash flow from profits, to fund present commitments. Term facilities are utilised to fund capital expenditure
and short term flexibility is achieved by the utilisation of overdraft facilities.
Maturity profile of financial liabilities
Group
2003 2002
£000 £000
Debt can be analysed as falling due:
In one year or less, or on demand 3,979 1,964
In more than one year but not more than two years 2,245 1,186
In more than two years but not more than five years 6,000 1,000
In five years or more 54,274 58,202
66,498 62,352
The group has £3m of overdraft facilities.
Fair values of financial assets and financial liabilities
The directors consider that the book value and the fair value of the group’s financial assets and liabilities were not materially
different.
Care UK annual report 2003 45
notes to the accounts continued 17. Provisions for liabilities and charges
2003 2002
Provided Provided
Group £000 £000
Deferred taxation:
Accelerated capital allowances 3,782 3,608
Other timing differences 704 646
4,486 4,254
The movement on group deferred taxation is as follows:
2003
£000
At 1 October 2002 4,254
Charged to profit and loss account 232
At 30 September 2003 4,486
All the above amounts are stated at the expected full UK corporation tax rate of 30%.
The deferred tax balance in the company is a liability of £4,000 (2002: £nil) relating to short term timing differences.
18. Share capital
2003 2002
£000 £000
Authorised
70,000,000 ordinary shares of 10p each (2002: 70,000,000) 7,000 7,000
2003 2002
£000 £000
Ordinary shares
50,467,425 allotted, called-up and fully paid shares of 10p each (2002: 49,083,576) 5,047 4,909
During the year a total of 957,916 ordinary shares of 10p each were allotted as a result of the exercise of options: 
230,636 by the exercise of No.2 Executive Scheme options, 3,780 by the exercise of SAYE options and 723,500 by the
exercise of Performance Related Share Scheme options. The aggregate proceeds received as a result of these issues 
was £951,000.
In addition, 425,933 shares were issued as partial consideration for the acquisition of Corvedale Holdings Ltd, at a value 
of £1,017,000.
Care UK annual report 2003 46
notes to the accounts continued 18. Share capital continued
Share options have been granted and are still outstanding under the No.2 Executive Scheme, the SAYE Scheme, and the
Performance Related Share Option Scheme as follows:
1. No.2 Executive Scheme
The No.2 Executive Scheme was an unapproved scheme introduced at the time of the group restructuring in 1994. 
It was subsequently approved by the Inland Revenue, although unapproved options were also granted under the
scheme. No further grants will be made under this scheme. At 30 September 2003 the following options had been
granted and were still outstanding under this scheme:
Number Exercise
Date of grant of shares price
23 January 1996 59,249 76.0p
9 July 1996 70,000 113.0p
19 December 1997 10,000 145.0p
19 February 1998 81,192 159.5p
28 May 1998 5,000 181.0p
5 January 1999 15,000 214.5p
14 March 2000 10,000 222.5p
22 December 2000 14,000 241.5p
21 December 2001 21,000 180.5p
4 December 2002 50,000 124.5p
The options granted under this scheme are generally exercisable between the third and tenth anniversaries of the date
of grant.
During the year, 50,600 options lapsed.
2. SAYE Scheme
At 30 September 2003 the following options had been granted and were still outstanding under this scheme:
Number Exercise
Date of grant of shares price
12 July 2000 787 205.0p
3 July 2001 94,253 220.0p
27 June 2002 116,073 171.0p
27 June 2003 426,101 128.3p
Options are normally exercisable on the third anniversary of the commencement of the related savings contract.
During the year 637,310 options lapsed.
3. Performance Related Share Option Scheme
At 30 September 2003 the following options had been granted and were still outstanding under this scheme:
Number Exercise
Date of grant of shares price
5 January 1999 15,000 214.5p
22 December 2000 55,000 241.5p
21 December 2001 290,000 180.5p
All of these options initially become exercisable in three equal tranches in the three years to five years following grant.
They may then be exercised up to seven years from the date of grant. The performance targets for each tranche
normally require, that earnings per share for the previous three years must not be less than those for the base year
increased by RPI + 5% with yearly rests.
During the year 20,000 options lapsed.
Care UK annual report 2003 47
notes to the accounts continued 19. Reserves
Share Revaluation Profit and
premium reserve loss account
Group £000 £000 £000
At 1 October 2002 3,205 95 28,283
Premium on issue of shares 1,829 ––
Retained profit for the year –– 2,723
At 30 September 2003 5,034 95 31,006
Company Merger Profit 
Share relief and loss
premium reserve account
£000 £000 £000
At 1 October 2002 3,205 8,951 9,200
Premium on issue of shares 1,829 ––
Retained profit for the year –– 37
At 30 September 2003 5,034 8,951 9,237
In accordance with section 230(4) of the Companies Act 1985, the company has elected not to present its own profit and
loss account. The profit for the year dealt with in the company’s own profit and loss account is £1,444,000 (2002: £1,263,000).
The premium on issue of shares of £1,829,000 (2002: £38,000) is shown net of issue costs of £nil (2002: £nil).
Cumulative goodwill written off to reserves on the acquisition of subsidiary undertakings, net of that attributable to
disposals, is £10,521,000 (2002: £10,521,000).
20. Capital commitments
Group
2003 2002
£000 £000
Contracted for, but not provided 6,172 3,817
The company had no capital commitments (2002: £nil).
Care UK annual report 2003 48
notes to the accounts continued 21. Commitments under operating leases
2003 2003 2002 2002
Land and Land and
buildings Other buildings Other
Group £000 £000 £000 £000
Operating leases which expire:
within one year 46 18 70 30
within two to five years 1,173 – 1,075 23
after five years 402 – 367 –
1,621 18 1,512 53
Company £000 £000 £000 £000
Operating leases which expire:
after five years 184 – 184 –
22. Pensions
The group has a defined contribution group personal pension plan. Contributions to this scheme are charged to the profit
and loss account as they fall due. The assets of this scheme are held separately from those of the group in independently
administered funds.
As a result of contractual arrangements with its public sector customers, the group also maintain Inland Revenue approved
defined benefit schemes which are funded by payments to independently managed funds, the assets of which are held
separately from those of the group. Contributions to these schemes are charged to the profit and loss account so as to
spread the costs of pensions over employees’ working lives with the group.
Financial Reporting Standard FRS 17, “Retirement Benefits”, was published in November 2000 and is effective for
accounting periods ending on or after 22 June 2001. The standard, requires certain additional information to be disclosed,
which is set out below in respect of the Care UK Local Government pension scheme, which is a defined benefit scheme. 
The figures given do not form part of the group’s Primary Statements and are a disclosure matter only. The group has one
other defined benefit scheme named CHS Pension and Life Assurance Scheme (1994). This scheme is immaterial and on 
1 August 2002 the directors began to wind the scheme up. The shortfall on wind up of this scheme was £30,000, which
was paid into the scheme during the year. No further liability exists in relation to this scheme.
The date of the most recent full actuarial valuation on which the amounts in the financial statements are based was 1 April
2001. Employer contributions amount to £404,000 for the year ended 30 September 2003. Contribution rates in respect of
future years will be 23.4% of total pensionable salaries.
The principal actuarial assumptions used are as follows:-
As at 30 September
2003 2002 2001
% %%
Rate of increase in salaries 3.25 3.75 4.00
Rate of increase in actual and deferred pensions 5.00 5.00 5.00
Discount rate 5.40 5.50 6.20
Rate of inflation 2.25 2.25 2.50
Care UK annual report 2003 49
notes to the accounts continued 22. Pensions continued
The assets and liabilities of the scheme and the expected rate of return on the scheme assets are as follows:-
Expected Year ended Expected Year ended Expected Year ended
return for 30 September return for 30 September return for 30 September
2003/4 2003 2002/3 2002 2001/2 2001
£000 £000 £000
Equities 6.5% 1,179 7% 895 7% 343
Market value of assets 1,179 895 343
Actuarial value of liabilities (1,496) (1,295) (475)
Deficit in scheme (317) (400) (132)
Related deferred tax asset 95 120 40
Net pension liability (222) (280) (92)
An analysis of the amounts that would be charged to operating profit are as follows:-
2003 2002
£000 £000
Current service cost 365 530
Past service cost – –
Previously unrecognised surplus deducted from the past service cost – –
Gains and losses on settlements or curtailments – –
Previously unrecognised surplus deducted from settlements or curtailments losses – –
Total operating charge 365 530
An analysis of the amounts that would have been credited under full adoption of FRS 17 to other finance income for the
year ended 30 September 2003 are as follows:-
2003 2002
£000 £000
Expected return on pension scheme assets 73 45
Interest on pension scheme liabilities (78) (48)
Net return (5) (3)
An analysis of the amounts that would have been recognised under full adoption of FRS 17 in the statement of total
recognised gains and losses (STRGL) for the year ended 30 September 2003 are as follows:-
2003 2002
£000 £000
Actual return less expected return on pension scheme assets (76) (109)
Experience gains and losses arising on the scheme liabilities 318 3
Changes in assumptions underlying the present value of the scheme liabilities (193) (164)
Actuarial gain/(loss) recognised in STRGL 49 (270)
Care UK annual report 2003 50
notes to the accounts continued 22. Pensions continued
The movement in the deficit during the year has been as follows:-
2003 2002
£000 £000
Deficit in scheme at beginning of the year (400) (132)
Movement in year:-
Current service cost (365) (530)
Contributions paid by the employer 404 535
Past service costs – –
Other finance income (5) (3)
Actuarial gain/(loss) 49 (270)
Deficit in scheme at the end of the year (317) (400)
The history for the year ended 30 September 2003 of experience gains and losses are as follows:-
Difference between the expected and actual return on scheme assets:
2003 2002
£000 £000
Amount(£) (76) (109)
% of scheme assets (6%) (12%)
Experience gains and losses on scheme liabilities:-
Amount(£) 318 3
% of present value of scheme liabilities 21% <1%
Total amount recognised in STRGL:-
Amount(£) 49 (270)
% of present value of scheme liabilities (3%) (21%)
23. Reconciliation of operating profit to cashflow from operations
2003 2002
£000 £000
Reconciliation of operating profit to cashflow from operations
Operating profit 9,739 7,929
Depreciation 2,794 2,520
Goodwill amortisation 604 500
Loss/(profit) on disposal of fixed assets 464 (47)
Decrease/(increase) in stocks 86 (514)
Increase in debtors (4,259) (1,013)
Increase in creditors 1,555 558
Cash flow from operating activities 10,983 9,933
Care UK annual report 2003 51
notes to the accounts continued 24. Analysis of net debt
At At 
1 October 30 September
2002 Cash flow Acquisitions 2003
£000 £000 £000 £000
Cash in hand at bank (2,877) (573) – (3,450)
Overdrafts 706 3,044 – 3,750
(2,171) 2,471 – 300
Debt due within one year 1,258 (1,076) – 182
Debt due after one year 60,388 1,816 315 62,519
Finance leases –– 47 47
Net debt 59,475 3,211 362 63,048
25. Related party transactions
In January 2003 the group acquired Premier Homecare from the Match Group Ltd, a company chaired by Sir Tim Chessells.
The price paid for the business was determined by the Board on an arm’s length basis, and Sir Tim Chessells did not
participate in any Board discussion relating to this acquisition. There were no other material contracts with the group in
which any director had an interest.
At the year end, the group was owed £62,000 (2002: £nil) by Care UK Afrox Healthcare Limited and the company was
owed £27,000 (2002: £nil).
26. Principal subsidiary undertakings
The following principal subsidiaries, which are incorporated in Great Britain and operate in the United Kingdom, have been
included in the consolidated accounts and are all directly held by the holding company.
Effective
percentage
Subsidiaries holding Nature of business
Care UK Community Partnerships 100% Provides specialist health care, intermediate 
Group Limited care, social care and facilities management services
for the elderly
Care UK Mental Health Partnerships Limited 100% Provides specialised nursing and residential care for
adults with mental illness
Care Solutions Limited 100% Provides residential and supported living services,
care, and day activities, for people with learning
disabilities
Care UK Homecare Limited 100% Provides carers to support people in their own home
and provides specialist healthcare professionals
Corvedale Holdings Limited 75% Provides residential care, education and therapeutic
activities for young people
Joint ventures
Care UK Afrox Healthcare Limited 50% Provides new acute surgery
A full list of all subsidiaries will be included in the company’s Annual Return.
Care UK annual report 2003 52
notes to the accounts continued # 2003 # 2002 # 2001 # 2000 1999
£000 £000 £000 £000 £000
Turnover 108,149 97,794 81,239 66,932 51,046
Operating profit before goodwill amortisation 13,340 11,391 9,641 8,957 7,466
Profits before tax before revenue investment costs 9,265 7,838 6,647 6,560 6,262
Profit before tax after revenue investment costs 6,268 4,876 4,456 5,962 6,262
Undiluted earnings per share:
Total before revenue investment costs 12.61p 10.25p 9.17p 11.23p 11.71p
Total after revenue investment costs 8.36p 6.02p 6.01p 9.98p –
Before goodwill amortisation and revenue
investment costs 13.79p 11.27p 10.08p 11.88p 11.71p
Before goodwill amortisation and after revenue
investment costs 9.54p 7.04p 6.92p 10.61p 11.71p
Dividends per share 2.80p 2.55p 2.30p 2.10p 1.80p
# results before revenue investment costs
Notes
1 Buildings depreciation was first charged in 2000 following the implementation of FRS 15.
2 Amounts for 1999 and 2000 have not been restated to show the effects arising from the implementation of FRS 19, 
Deferred Tax.
3 Amounts for 2000, 2001 and 2002 have been restated to account for revenue investment in development projects.
Prior to this such costs had not been incurred.
Care UK annual report 2003 53
5 year record NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the shareholders of Care UK Plc will be held at
Connaught House, 850 The Crescent, Colchester Business Park, Colchester, Essex CO4 9QB on 3 February 2004, at
11:30am for the following purposes:
ORDINARY BUSINESS
RESOLUTIONS WILL BE PROPOSED
I. To receive and adopt the audited financial statements and the report of the directors for the year ended 30 September 2003.
2. To declare a final dividend of 1.90p per ordinary share for the year ended 30 September 2003.
3. To re-elect L James as director, being director who retires by rotation in accordance with Article 106 of the company’s Articles
of Association, and who, being eligible, offers herself for re-election.
4. To re-elect F Ternofsky as director, being director who retires by rotation in accordance with Article 106 of the company’s
Articles of Association, and who, being eligible, offers himself for re-election.
5. To re-appoint KPMG Audit Plc as auditors to the company and to authorise the directors to determine their remuneration.
6. To approve the remuneration report for the year ended 30 September 2003.
SPECIAL BUSINESS
RESOLUTIONS WILL BE PROPOSED
7. To consider and, if thought fit, pass the Resolution set out below which will be proposed as an Ordinary Resolution:
THAT the directors be and are hereby generally and unconditionally authorised to exercise all the powers of the company to
allot grant options over, offer or otherwise deal with or dispose of relevant securities (within the meaning of Section 80 of 
the Companies Act 1985) up to an aggregate nominal amount of £1,682,247 provided that this authority shall expire on
30 April 2005 or the date of the next Annual General Meeting of the company after the passing of this Resolution, whichever
is the earlier, save that the company may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer 
or agreement as if the authority conferred hereby had not expired.
8. To consider and, if thought fit, pass the Resolution set out below which will be proposed as a Special Resolution:
THAT, subject to the passing of Resolution 5 above, the directors be and are hereby empowered, pursuant to Section 95 of 
the Companies Act 1985, to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant to the
authority conferred upon them by Resolution 5 above as if Section 89 (i) of the said Act did not apply to any such allotment,
PROVIDED THAT this power shall be limited to:
(a) the allotment (otherwise than pursuant to subparagraph (b) below) of equity securities up to an aggregate nominal value
of £252,337; and
(b) the allotment of equity securities in connection with issues by way of rights in favour of ordinary shareholders where the
equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the
respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the directors
may deem necessary or expedient in relation to fractional entitlement or legal or practical problems under the laws of, or
the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever;
and shall expire on 30 April 2005 or on the date of the next Annual General Meeting of the company after the passing of this
Resolution, whichever is the earlier, save that the company may before such expiry make an offer or agreement which would
or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of
such offer or agreement as if the power conferred hereby had not expired.
Care UK annual report 2003 54
notice of annual general meeting Care UK annual report 2003 55
notice of annual general meeting continued
9. To consider and, if thought fit, to pass the Resolution set out below which will be proposed as a Special Resolution.
That the company be and is hereby authorised to make one or more market purchases (within the meaning of Section 163(3)
of the Companies Act 1985) on The London Stock Exchange of its ordinary shares of 10p each (“ordinary shares”) upon and
subject to the following conditions:
(i) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 5,000,000 (being approximately
10 per cent of the ordinary shares in issue at the date of the passing of this Resolution);
(ii) the maximum price at which ordinary shares may be purchased is, in respect of an ordinary share contracted to be
purchased on any date, an amount equal to 105 per cent of the average of the middle market quotations for an ordinary
share as derived from The Stock Exchange Daily Official List for the 5 business days immediately preceding the day on
which the ordinary share is contracted to be purchased and the minimum price which may be paid for such ordinary shares
is 10 pence per ordinary share being the nominal value, in each case exclusive of any expenses and advance corporation
tax payable by the company; and
(iii) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or at
the expiry of 12 months after the date of the passing of this Resolution, whichever shall be the earlier, save that the
company may before such expiry enter into a contract or contracts to purchase ordinary shares under which such purchase
or purchases may be completed or executed wholly or partly after the expiration of this authority.
10. To consider and, if thought fit, pass the Resolution below which will be proposed as a Special Resolution:
That the company’s Articles of Association be amended as follows:
(a) Article 86 Replace the figure “£100,000” in the first sentence with “£200,000” and
(b) Article 159.1. In the first sentence, delete the word “Auditor”.
The first proposed change is to Article 86 and proposes an increase in the maximum limit on fees paid to directors from
£100,000 to £200,000. This change, if approved by shareholders, will allow the Board to increase the level of fees paid to its
non-executive directors in the future. It will also allow the Board to appoint additional non-executive directors if it considers
this to be necessary or appropriate. Non-executive directors’ fees are determined by the Board. It is expected that this increase
in the limit of directors’ fees will be sufficient for the foreseeable future.
The second proposed change is to Article 159.1. Article 159.1 entitles every director, auditor, secretary and other officer of the
company to be indemnified by the company against all costs, charges, losses, expenses and liabilities incurred by them in the
execution and discharge of their duties. The Board believe that it is no longer appropriate for the company to indemnify the
auditors as this could affect their independent judgement. The Board are therefore proposing to delete the word “Auditor”
from Article 159.1.
BY ORDER OF THE BOARD
Paul Humphreys
Secretary
Registered Office: Connaught House,
850 The Crescent,
Colchester Business Park,
Colchester, Essex CO4 9QB
12 December 2003. VOTING AND PROXIES
1. All holders of ordinary shares of 10p each in the company are entitled to attend and speak at the meeting. A holder of
ordinary shares of 10p each is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy 
need not be a member of the company.
2. Completion of the form of proxy will not prevent a holder of ordinary shares of 10p each from attending the meeting and
voting in person.
3. The form of proxy to be valid must be lodged together with the power of attorney or other authority (if any) under which it 
is signed, or a notarially certified copy of such power of attorney or other authority, at Computershare Services Plc, P .O. Box
1075, Bristol BS99 3FA, not later than 48 hours before the time of the meeting or adjourned meeting.
4. In the case of an individual, the form of proxy must be signed by the appointor or by his/her attorney duly authorised in writing.
5. In the case of a corporation, the form of proxy must either be executed under its common seal or under the hand of a duly
authorised officer or attorney.
6. In the case of a joint holder, the vote of the first named holder on the register of members (whether voting in person or by
proxy) will be accepted to the exclusion of the votes of the other joint holder(s) in respect of the joint holding.
7. Any alteration in the form of proxy must be initialled.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the service contracts between the company and the directors of the company as well as the register of interests of
directors and their families in the capital of the company, will be available for inspection at the registered office of the company,
Connaught House, 850 The Crescent, Colchester Business Park, Colchester, Essex C04 9QB, during business hours on any
weekday from the date of this notice until the close of the meeting and also at the venue of the meeting for 15 minutes prior 
to and throughout the meeting.
EXPLANATORY NOTE REGARDING THE SPECIAL BUSINESS
1. At the Annual General Meeting of the company held on 27 January 2003, the directors were authorised for the purposes of
section 80 of the Companies Act 1985 to allot relevant securities up to an aggregate nominal value of £1,636,119. That
authority will expire at the conclusion of the forthcoming Annual General Meeting. At this year's Annual General Meeting, an
Ordinary Resolution (Resolution 5) will be proposed to grant the directors authority under section 80 
of the Companies Act 1985 to allot relevant securities up to the maximum aggregate nominal amount of £1,682,247
representing one third of the total share capital of the company in issue as at the date hereof. The directors have no present
intention of exercising that authority. The authority to allot up to £1,682,247 nominal aggregate value of relevant securities to
be conferred pursuant to Resolution 5 will lapse on 30 April 2005 or on the conclusion of the next Annual General Meeting of
the company after the passing of such resolution, whichever is the earlier.
2. At the Annual General Meeting of the company held on 27 January 2003, the directors were empowered for the purposes of
section 95 of the Companies Act 1985 to allot equity securities which are to be paid up in cash as if section 89(1) of the
Companies Act 1985 did not apply to any such allotment for the purposes, inter alia, of the allotment of equity securities for
cash up to an aggregate nominal value of £245,418 otherwise than by way of rights. That authority will expire 
at the conclusion of the forthcoming Annual General Meeting. At this year's Annual General Meeting, a Special Resolution
(Resolution 6) will be proposed to empower the directors to allot equity securities for cash pursuant to the authority conferred
upon them by Resolution 6 as if Section 89(1) of the Companies Act 1985 did not apply to any such allotment provided that
such power will be limited to the allotment of equity securities in connection with rights issues (as described in Resolution 6)
and the allotment of equity securities up to an aggregate nominal value of £252,337, representing approximately 5 per cent
of the total ordinary share capital in issue in the company as at the date hereof. The authority will terminate no later than 
15 months after the passing of the Special Resolution.
3. Resolution 8 authorises the company generally to make purchases of its own shares, as permitted by the Companies Act 
and The London Stock Exchange Listing Rules. The directors will only exercise this power of purchase in circumstances which,
in the opinion of the directors should result in an improvement in earnings per share for the remaining shareholders and all
such purchases will be made through The London Stock Exchange.
Care UK annual report 2003 56
notice of annual general meeting continued