Company Registration No. 06627075 (England and Wales)
GOLDEN YEARS LTD
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
GOLDEN YEARS LTD
COMPANY INFORMATION
Directors
Dr A Sivananthan
Mrs K Sivananthan
Company number
06627075
Registered office
31/33 Commercial Road
Poole
Dorset
BH14 0HU
Auditors
Morris Lane
31/33 Commercial Road
Poole
Dorset
BH14 0HU
Bankers
National Westminster Bank Plc
13 Strathenden Parade
Old Dover Road
London
United Kingdom
SE3 9BJ
Bankers
HSBC
Coventry DSC
Harry Weston Road
Binley
Coventry
United Kingdom
CV3 2TQ
SE3 9BJ
Solicitors
Gaby Hardwicke Solicitors
34 Wellington Square
Hastings
East Sussex
TN34 1PN
GOLDEN YEARS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group income statement
9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 39
GOLDEN YEARS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The group’s strategy during 2023 was to improve on performance and efficiency whilst providing a premium service to all care clients.

The group consisting of two nursing homes achieved and maintained the necessary quality stamp by achieving a ‘Good’ rating from the Care Quality Commission (CQC).

 

A programme of capital investment has continued to ensure quality of provision of care.     

 

The group operates to a task-oriented doctrine to enable decision making at all levels to be decisive and swift. This is further complemented by a limited number of shareholders whose short, medium and long-term objectives are aligned and benchmark performance by year on year EBITDAM growth.

 

During this accounting year the group has achieved a profit on ordinary activities before taxation and fair value adjustments of £205,718 (2022: £768,184). As at 31 December 2023, the group had net assets of £4,211,037 (2022: £4,329,814).

 

The key challenges continue to be the recruitment of permanent nursing and care staff, a challenge faced by many operators in the sector. Going forward, the group continues to focus on meeting and exceeding CQC regulations in provision of care, recruitment of quality staff whilst achieving further revenue growth.

Principal risks and uncertainties

The increases in the cost of living, inflation and interest rises continue to pose the most significant challenge for the business over the coming year.  Food prices, utilities, wages and interest rates continue to rise and although there is some hope of this levelling out there remains much uncertainty.

 

The uncertainty regarding the CQC inspection process continues to put pressure on our business and the staff team, but we work tirelessly to ensure that this does not affect the financial success of the business.

 

Whilst Covid restrictions & testing requirements have eased, reporting to local authorities, Public Health England and CQC continue to add a significant administrative strain on the business and we continue to look for ways to minimise the effect of this.

Key performance indicators

Key Metrics:

 

 

On behalf of the board

Mrs K Sivananthan
Director
24 March 2025
GOLDEN YEARS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the group is that of providing residential care home facilities.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £250,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr A Sivananthan
Mrs K Sivananthan
Financial instruments
Treasury operations and financial instruments

The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.

 

The group’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the group’s activities, and bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the group’s operations. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the group enters into principally comprise forward exchange contracts. In accordance with group’s treasury policy, derivative instruments are not entered into for speculative purposes.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

GOLDEN YEARS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Post reporting date events

On 20 March 2025, the company sold its shares in its subsidiaries, The Red House (Ashtead) Limited and Glebe Care Limited, for a combined value of £10m to the ultimate parent company Golden Years Holdings Ltd. This transaction was part of a group restructure ahead of the sale of the shares in Golden Years Holdings Ltd by the shareholders, Dr A Sivananthan and Mrs K Sivananthan. Contracts were exchanged in respect of the sale of those shares on 19 March 2025 and the transaction is due to complete on 24 March 2025.

 

On 21 March 2025, the company's entire issued share capital was acquired by Ashtam LL Ltd, a company controlled by the directors Dr A Sivananthan and Mrs K Sivananthan who remain as the ultimate controlling parties of Golden Years Ltd.

 

In addition to the above, as part of the group restructure, the company withdrew from the provision of residential care home facilities and, from 1 January 2025, the principal activity of the company is that of a property investment company.

 

The financial effect of the above is expected to be as follows:

- Repayment of bank borrowings of circa £4.6m

- Profit on disposal of subsidiaries of circa £4.6m

- Reduction in turnover of circa £9.4m

- Projected net assets of circa £0.2m on completion

Auditor

The auditor, Morris Lane, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of fair review of the business and likely future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mrs K Sivananthan
Director
24 March 2025
GOLDEN YEARS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

GOLDEN YEARS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GOLDEN YEARS LTD
- 5 -
Opinion

We have audited the financial statements of Golden Years Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

GOLDEN YEARS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDEN YEARS LTD
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

 

Identifying and assessing the risks of material misstatement due to irregularities, including fraud

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and company through discussion with the directors and from our general commercial experience. The identified laws and regulations were communicated to the audit team in order that they remained alert to any non-compliance throughout the audit.

 

The group and company are subject to laws and regulations which have a direct effect on the financial statements and the disclosures contained therein. These have been identified as: the financial reporting framework under which the group and company operates - Financial Reporting Standard 102; Statutory Instrument 2008/410 – The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008; the Companies Act 2006 and taxation legislation including pay as you earn; value added tax; corporation tax and pensions legislation.

 

In addition to the above, the group and company are subject to other operational laws and regulations where non-compliance may have a material effect on the financial statements. Non-compliance of such laws and regulations may result in litigation, the imposition of fines or the closure of the business which could have a material impact on amounts or disclosures in the financial statements. We have identified the following laws and regulations which are more likely to have significant effect as: compliance with the Care Quality Commission regulations; food hygiene laws; health and safety laws; General Data Protection Regulation (GDPR) and employment law.

GOLDEN YEARS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDEN YEARS LTD
- 7 -

In order to identify risks of material misstatement due to fraud, we assessed events and conditions where opportunities and incentives may exist within the company for fraud to occur. Our risk assessment procedures included enquiring of directors as to any instances of fraud, their procedures to identify fraud and by using analytical procedures to identify any unusual or unexpected relationships. We identified the greatest potential for fraud in the following areas: recognition of income; diversion of income and ghost employees. As required by auditing standards, we are also required to perform specific procedures to respond to the risk of management override.

 

The identified risks of material misstatement due to fraud were communicated to the audit team in order that they remained alert to any non-compliance throughout the audit.

 

Audit procedures designed to respond to the risks of material misstatement due to irregularities, including fraud

 

As a result of performing our risk assessments as detailed above, we planned and performed our audit so as to identify non-compliance with such laws and regulations, including fraud by undertaking the following:

 

 

Due to the inherent limitations of an audit, there is an unavoidable risk that, despite properly planning and performing our audit in accordance with auditing standards, some material misstatements may not have been detected.

Auditing standards limit the audit procedures required to identify non-compliance with other operational laws and regulations to enquiry of directors and management and inspection of any correspondence. If a breach of operational regulations is not evident from relevant correspondence or disclosed to us, an audit is unlikely to detect that breach. In addition, the further removed non-compliance with laws and regulations is from the events and transactions included in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

 

In addition, the risk of not detecting material misstatement from due to fraud is higher than the risk of one not being detected through error as fraud may involve deliberate concealment through collusion, forgery, misrepresentations and intentional omissions.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

GOLDEN YEARS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDEN YEARS LTD
- 8 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

Michelle Pettifer (Senior Statutory Auditor)
For and on behalf of Morris Lane
24 March 2025
Chartered Accountants
Statutory Auditor
31/33 Commercial Road
Poole
Dorset
BH14 0HU
GOLDEN YEARS LTD
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Revenue
3
9,420,854
9,189,631
Cost of sales
(3,803,763)
(3,858,266)
Gross profit
5,617,091
5,331,365
Administrative expenses
(4,999,019)
(4,454,128)
Other operating income
55,734
123,890
Operating profit
4
673,806
1,001,127
Investment income
8
1
27
Finance costs
9
(468,089)
(232,970)
Other gains and losses
10
75,000
15,000
Profit before taxation
280,718
783,184
Tax on profit
11
(169,469)
(168,853)
Profit for the financial year
27
111,249
614,331
Profit for the financial year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

GOLDEN YEARS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
£
£
Profit for the year
111,249
614,331
Other comprehensive income
Tax relating to other comprehensive income
19,975
19,975
Total comprehensive income for the year
131,224
634,306
Total comprehensive income for the year is all attributable to the owners of the parent company.
GOLDEN YEARS LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Non-current assets
Goodwill
13
967,242
1,121,595
Property, plant and equipment
14
8,834,968
8,912,112
Investment properties
15
2,110,000
2,035,000
11,912,210
12,068,707
Current assets
Inventories
19
5,450
5,450
Trade and other receivables
20
1,042,106
5,931,847
Cash and cash equivalents
667,639
614,412
1,715,195
6,551,709
Current liabilities
21
(2,673,848)
(13,086,390)
Net current liabilities
(958,653)
(6,534,681)
Total assets less current liabilities
10,953,557
5,534,026
Non-current liabilities
22
(5,555,792)
-
Provisions for liabilities
Deferred tax liability
24
1,186,728
1,204,212
(1,186,728)
(1,204,212)
Net assets
4,211,037
4,329,814
Equity
Called up share capital
26
2
2
Revaluation reserve
27
3,776,700
3,810,817
Retained earnings
27
434,335
518,995
Total equity
4,211,037
4,329,814
The financial statements were approved by the board of directors and authorised for issue on 24 March 2025 and are signed on its behalf by:
24 March 2025
Mrs K Sivananthan
Director
GOLDEN YEARS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
14
1,256
9,175
Investment properties
15
2,110,000
2,035,000
Investments
16
5,381,792
5,381,792
7,493,048
7,425,967
Current assets
Trade and other receivables
20
613,242
6,208,687
Cash and cash equivalents
445,872
339,610
1,059,114
6,548,297
Current liabilities
21
(1,138,483)
(12,141,084)
Net current liabilities
(79,369)
(5,592,787)
Total assets less current liabilities
7,413,679
1,833,180
Non-current liabilities
22
(5,555,792)
-
Provisions for liabilities
Deferred tax liability
24
314
2,294
(314)
(2,294)
Net assets
1,857,573
1,830,886
Equity
Called up share capital
26
2
2
Retained earnings
27
1,857,571
1,830,884
Total equity
1,857,573
1,830,886

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £276,688 (2022: £670,699 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 March 2025 and are signed on its behalf by:
24 March 2025
Mrs K Sivananthan
Director
Company Registration No. 06627075
GOLDEN YEARS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Revaluation reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2022
2
3,844,934
900,572
4,745,508
Year ended 31 December 2022:
Profit for the year
-
-
614,331
614,331
Other comprehensive income:
Tax relating to other comprehensive income
-
19,975
-
0
19,975
Total comprehensive income for the year
-
19,975
614,331
634,306
Dividends
12
-
-
(1,050,000)
(1,050,000)
Transfers
-
(54,092)
54,092
-
Balance at 31 December 2022
2
3,810,817
518,995
4,329,814
Year ended 31 December 2023:
Profit for the year
-
-
111,249
111,249
Other comprehensive income:
Tax relating to other comprehensive income
-
19,975
-
0
19,975
Total comprehensive income for the year
-
19,975
111,249
131,224
Dividends
12
-
-
(250,000)
(250,000)
Transfers
-
(54,092)
54,092
-
Balance at 31 December 2023
2
3,776,700
434,336
4,211,038
GOLDEN YEARS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2022
2
2,210,185
2,210,187
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
670,699
670,699
Dividends
12
-
(1,050,000)
(1,050,000)
Balance at 31 December 2022
2
1,830,884
1,830,886
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
276,688
276,688
Dividends
12
-
(250,000)
(250,000)
Balance at 31 December 2023
2
1,857,572
1,857,574
GOLDEN YEARS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from (absorbed by) operations
34
3,186,607
(983,779)
Interest paid
(468,089)
(232,970)
Income taxes paid
(21,927)
(47,780)
Net cash inflow (outflow) from operating activities
2,696,591
(1,264,529)
Investing activities
Purchase of property, plant and equipment
(66,592)
(61,418)
Interest received
1
27
Net cash used in investing activities
(66,591)
(61,391)
Financing activities
Proceeds from borrowings
-
2,109,323
Repayment of borrowings
(1,998,882)
-
Repayment of bank loans
(325,003)
(329,902)
Dividends paid to equity shareholders
(250,000)
(1,050,000)
Net cash (used in) generated from financing activities
(2,573,885)
729,421
Net increase (decrease) in cash and cash equivalents
56,115
(596,499)
Cash and cash equivalents at beginning of year
611,524
1,208,023
Cash and cash equivalents at end of year
667,639
611,524
Relating to:
Cash at bank and in hand
667,639
614,412
Bank overdrafts included in creditors payable within one year
-
(2,888)
GOLDEN YEARS LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from (absorbed by) operations
35
3,824,628
(2,710,071)
Interest paid
(410,020)
(220,820)
Income taxes refunded (paid)
1,269
-
Net cash inflow (outflow) from operating activities
3,415,877
(2,930,891)
Investing activities
Interest received
1
-
0
Dividends received
1,570,000
1,525,000
Net cash generated from investing activities
1,570,001
1,525,000
Financing activities
Proceeds from borrowings
-
2,520,990
Repayment of borrowings
(4,303,154)
-
Repayment of bank loans
(325,003)
(329,902)
Dividends paid to equity shareholders
(250,000)
(1,050,000)
Net cash (used in) generated from financing activities
(4,878,157)
1,141,088
Net increase (decrease) in cash and cash equivalents
107,721
(264,803)
Cash and cash equivalents at beginning of year
338,151
602,954
Cash and cash equivalents at end of year
445,872
338,151
Relating to:
Cash at bank and in hand
445,872
339,610
Bank overdrafts included in creditors payable within one year
-
(1,459)
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
1
Accounting policies
Company information

Golden Years Ltd (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 31/33 Commercial Road, Poole, Dorset BH14 0HU.

 

The group consists of Golden Years Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £276,688 (2022: £670,699 profit).

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Golden Years Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.3
Going concern

The directors have adopted the going concern basis in preparing these accounts after assessing the principal risks applicable to the group. These include rising inflation, rising interest rates, staff shortages as a result of Brexit, the increase in the National Living Wage for employees over the age of 21, the cost of living crisis and higher insurance premiums, together with the group's compliance with loan covenants. The directors consider the group to be able to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financial statements, and to be well placed to manage its financing and business risks satisfactorily.

 

Following the group restructure that took place on 20 and 21 March 2025, the directors have considered the ability of the company to continue as a going concern for a period of at least 12 months from the date of the signing of the financial statements. The company continues to be reliant on its directors, other companies under the control of the directors and its bankers for ongoing support.

 

Overall, the directors do not consider there to be a cause for material uncertainty regarding the group and company’s going concern status as at the date of signing these financial statements.

1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the supply of care services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where payments are received from customers in advance of services provided the amounts are recorded as deferred income and included as part of payables due within one year.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred.

1.6
Intangible fixed assets - goodwill

Purchased goodwill (representing the excess of the fair value of the consideration over the fair value of the separable net assets acquired) arising in respect of acquisitions is capitalised.

 

After initial recognition, purchased goodwill is stated at cost less amortisation and any impairment losses accumulated following impairment reviews carried out. Amortisation is charged on a straight line basis in equal annual instalments over 20 years, which is considered to be its estimated useful economic life.

 

Negative goodwill arising in respect of acquisitions is included within fixed assets and is released to the profit and loss account in the periods in which the fair values of the non-monetary assets purchased on the same acquisition are recovered, whether through depreciation or sale.

 

On the subsequent disposal of the business acquired, the profit or loss on disposal is calculated after charging (crediting) the unamortised amount of any related goodwill (negative goodwill).

1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Fixtures, fittings & equipment
25% reducing balance
Computer equipment
33% straight line
Motor vehicles
25% reducing balance

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.8
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Non-current investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.10
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Basic financial assets

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.19

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

1.20

Liquidity risk

The group manages its cash and borrowing requirement in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

1.21

Interest rate risk

The group is exposes to cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
3
Revenue

An analysis of the group's revenue is as follows:

2023
2022
£
£
Revenue analysed by class of business
Care services
9,420,854
9,189,631
2023
2022
£
£
Other significant revenue
Interest income
1
27
Grants received
-
77,058
Rental income
25,493
25,464
Sundry income
30,241
21,368
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging (crediting):
Government grants
-
(77,058)
Depreciation of owned property, plant and equipment
143,736
140,256
Amortisation of intangible assets
154,353
154,353
Operating lease charges
26,254
35,824

Amortisation of intangible assets is included in administrative expenses.

 

Government grants received relate to various Covid -19 support schemes.

5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
18,380
5,146
Audit of the financial statements of the company's subsidiaries
24,580
20,830
42,960
25,976
For other services
Taxation compliance services
22,080
8,279
All other non-audit services
42,613
53,185
64,693
61,464
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
2
2
2
2
Home management
4
2
-
-
Administration
7
4
4
4
Care and nursing
63
74
-
1
Total
76
82
6
7

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
2,379,969
2,239,734
303,368
251,972
Social security costs
237,792
240,897
32,871
27,425
Pension costs
128,744
127,789
84,696
85,510
2,746,505
2,608,420
420,935
364,907
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
19,800
21,600
Company pension contributions to defined contribution schemes
80,114
80,274
99,914
101,874

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022: 2).

8
Investment income
2023
2022
£
£
Interest income
Interest on bank deposits
1
-
0
Other interest income
-
27
Total income
1
27
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Investment income
(Continued)
- 26 -

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
1
-
9
Finance costs
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
403,982
220,778
Other finance costs:
Other interest
64,107
12,192
Total finance costs
468,089
232,970
10
Other gains and losses
2023
2022
£
£
Changes in the fair value of investment properties
75,000
15,000
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
150,299
194,000
Adjustments in respect of prior periods
16,679
(19,635)
Total current tax
166,978
174,365
Deferred tax
Origination and reversal of timing differences
2,491
(5,512)
Total tax charge
169,469
168,853

The applicable main rate of corporation tax in UK changed with effect from 1 April 2023 from 19% to 25%.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
280,718
783,184
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
66,025
148,805
Tax effect of expenses that are not deductible in determining taxable profit
989
3,105
Unutilised tax losses carried forward
46,452
-
0
Amortisation on assets not qualifying for tax allowances
36,305
29,327
Under (over) provided in prior years
16,679
(19,635)
Depreciation in excess of capital allowances
18,168
14,008
Deferred tax adjustments
2,491
(5,512)
Effect of revaluations
(17,640)
(2,850)
Rounding estimate adjustment
-
0
1,605
Taxation charge
169,469
168,853

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
£
£
Deferred tax arising on:
Revaluation of property
(19,975)
(19,975)
12
Dividends
2023
2022
2023
2022
Recognised as distributions to equity holders:
Per share
Per share
Total
Total
£
£
£
£
Ordinary
Final paid
125,000.00
525,000.00
250,000
1,050,000
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
13
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
3,228,863
Amortisation and impairment
At 1 January 2023
2,107,268
Amortisation charged for the year
154,353
At 31 December 2023
2,261,621
Carrying amount
At 31 December 2023
967,242
At 31 December 2022
1,121,595
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

Intangible fixed assets with a carrying amount of £967,242 (2022: £1,121,595) have been pledged to secure liabilities of the group.

14
Property, plant and equipment
Group
Freehold land and buildings
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost or valuation
At 1 January 2023
9,559,486
1,483,126
74,634
9,795
11,127,041
Additions
3,938
62,654
-
0
-
0
66,592
At 31 December 2023
9,563,424
1,545,780
74,634
9,795
11,193,633
Depreciation and impairment
At 1 January 2023
761,522
1,379,852
64,541
9,014
2,214,929
Depreciation charged in the year
87,872
46,035
9,634
195
143,736
At 31 December 2023
849,394
1,425,887
74,175
9,209
2,358,665
Carrying amount
At 31 December 2023
8,714,030
119,893
459
586
8,834,968
At 31 December 2022
8,797,964
103,274
10,093
781
8,912,112
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Property, plant and equipment
(Continued)
- 29 -
Company
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost or valuation
At 1 January 2023 and 31 December 2023
11,193
22,500
33,693
Depreciation and impairment
At 1 January 2023
9,518
15,000
24,518
Depreciation charged in the year
419
7,500
7,919
At 31 December 2023
9,937
22,500
32,437
Carrying amount
At 31 December 2023
1,256
-
0
1,256
At 31 December 2022
1,675
7,500
9,175

Property, plant and equipment with a carrying amount of £8,834,968 (2022: £8,912,112) have been pledged to secure liabilities of the group.

The freehold land and buildings were revalued as at 1 January 2014 at open market value (MV1) based on the professional valuations undertaken by GVA Grimley RICS and Knight Frank RICS during 2014. The company has taken advantage of the transitional provisions available on the introduction of FRS 102 to carry those assets at that value less depreciation in subsequent years. Subsequent additions to freehold land and buildings are included at cost.

The comparable amounts for land and buildings under the historical cost convention are:

2023
2022
£
£
Group
Cost
3,052,856
3,048,918
Accumulated depreciation
(471,726)
(437,125)
Carrying value
2,581,130
2,611,793
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
15
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023
2,035,000
2,035,000
Net gains or losses through fair value adjustments
75,000
75,000
At 31 December 2023
2,110,000
2,110,000

The fair value of the investment properties has been arrived at by the directors. The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties.

If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Cost
1,942,630
1,942,630
1,942,630
1,942,630
Accumulated depreciation
(144,962)
(125,536)
(144,962)
(125,536)
Carrying amount
1,797,668
1,817,094
1,797,668
1,817,094

Investment properties with a carrying amount of £2,110,000 (2022: £2,035,000) have been pledged as security for liabilities of the group.

16
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
17
-
0
-
0
5,381,792
5,381,792
Financial assets pledged as collateral

Fixed asset investments with a carrying amount of £5,381,792 (2022: £5,381,792) have been pledged to secure liabilities of the company.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Fixed asset investments
(Continued)
- 31 -
Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
5,381,792
Carrying amount
At 31 December 2023
5,381,792
At 31 December 2022
5,381,792
17
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Glebe Care Ltd
England and Wales
Residential care home
Ordinary
100.00
0
The Red House (Ashtead) Limited
England and Wales
Residential care home
Ordinary
100.00
0

The investments in subsidiaries are all stated at cost, less provision for impairment.

 

The registered office of each of the above subsidiaries is 31/33 Commercial Road, Poole BH14 0HU.

 

18
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
802,443
5,709,790
502,534
6,153,002
Carrying amount of financial liabilities
Measured at amortised cost
7,091,748
12,001,833
6,484,839
11,831,575

Further information relating to financial assets and financial liabilities can be found in notes 20, 21, 22 and 23.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
19
Inventories
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
5,450
5,450
-
0
-
0

The carrying amount of inventories includes £5,450 (2022: £5,450) pledged as security for liabilities.

20
Trade and other receivables
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade receivables
647,233
1,266,496
489,893
983,315
Amounts owed by group undertakings
136,493
944,310
5,205
2,396,731
Other receivables
18,717
3,498,984
7,436
2,772,956
Prepayments and accrued income
239,663
222,057
110,708
55,685
1,042,106
5,931,847
613,242
6,208,687

The carrying amount of trade and other receivables includes £1,042,106 (2022: £5,931,847) pledged as security for liabilities.

21
Current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
23
332,314
6,215,997
332,314
6,214,568
Other borrowings
23
30,170
4,954,435
197,599
5,358,212
Trade payables
182,984
217,809
48,819
42,561
Corporation tax payable
844,603
699,552
-
0
-
0
Other taxation and social security
293,289
385,005
209,436
309,509
Other payables
572,372
342,152
266,851
95,314
Accruals and deferred income
418,116
271,440
83,464
120,920
2,673,848
13,086,390
1,138,483
12,141,084
22
Non-current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
23
5,555,792
-
0
5,555,792
-
0
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
23
Borrowings
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
5,888,106
6,213,109
5,888,106
6,213,109
Bank overdrafts
-
0
2,888
-
0
1,459
Loans from group undertakings
-
0
-
0
167,429
-
0
Loans from related parties
30,170
4,954,435
30,170
5,358,212
5,918,276
11,170,432
6,085,705
11,572,780
Payable within one year
362,484
11,170,432
529,913
11,572,780
Payable after one year
5,555,792
-
0
5,555,792
-
0

As at 31 December 2023, bank borrowings of £5,888,106 (2022: £6,215,997) were secured by way of:

 

As at the 31 December 2023, the group had variable rate loans of £809,372 (2022: £1,086,795) at an interest rate of 2.0% (2022: 2.0%) over the bank base rate. This loan is due to mature in July 2026.

 

As at 31 December 2023, the group had a variable rate loan of £1,039,196 (2022: £1,090,827) at an interest rate of 2.0% (2022: 2.0%) over the bank base rate. The loan is due to mature in November 2026.

 

As at the 31 December 2023, the group had interest only loans of £4,039,538 (2022: £4,035,488) at an interest rate of 2.0% (2022: 2.0%) over the bank base rate. The loan is due to mature in July 2026 when full payment of the loan will be due.

 

During the previous financial year, group companies included within the banking group had incurred exceptional expenditure in respect of the acquisition of freehold property, refurbishment of freehold property and other non-recurring costs in connection with the trade. As a consequence of this expenditure, the company and the group were in breach of the covenants laid down by its bankers in respect of its bank loans totalling £6,213,109. As a result, the liability became payable on demand and the loan was therefore included in the financial statements as being due within one year on the basis that the company and the group had no unconditional right to defer its settlement for at least 12 months after that date. The bank have issued covenant waivers in this respect and the relationship of the company and the group with its bankers is excellent and the facilities have been conducted on the basis that there have been no breaches. There have been no further breaches since and therefore £5,555,792 of the liability has been reclassified as due after more than one year.

 

The loans from group undertakings and other related parties are interest free and repayable on demand.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
24
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
34,183
31,692
Revaluations
1,152,545
1,172,520
1,186,728
1,204,212
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
314
2,294
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
1,204,212
2,294
Charge/(credit) to profit or loss
2,491
(1,980)
Credit to other comprehensive income
(19,975)
-
Liability at 31 December 2023
1,186,728
314

Of the deferred tax liability set out above, an amount of £8,973 is expected to reverse within 12 months and relates to accelerated capital allowances and an amount of £19,975 is expected to reverse within 12 months and relates to revaluation gains.

 

Included in the above amount in respect of accelerated capital allowances, £78 relates to the company.

25
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
128,744
127,789

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
25
Retirement benefit schemes
(Continued)
- 35 -

At the year end the group had contributions outstanding of £3,809 (2022: £9,781) shown in other creditors and accruals.

 

Included in the above amount: charge to profit or loss in respect of defined contribution schemes is £84,696 (2022: £85,510) which relates to the company. There are £nil (2022: £nil) contributions outstanding at the year end in respect of the company.

26
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
2
2
2
2

Ordinary shares carry voting rights but have no right to fixed income or repayment of capital.

27
Reserves
Revaluation reserve

The revaluation reserve relates to the unrealised profit on the remeasurement of freehold properties at open market value under the transitional provisions available on the introduction of FRS102 together with annual deferred tax adjustments.

Retained earnings

Retained earnings represents cumulative profits or losses, including unrealised profit on the remeasurement of investment properties, net of dividends paid and other adjustments.

28
Financial commitments, guarantees and contingent liabilities

At 31 December 2023, the group companies provided security for the bank borrowings of the parent company, Golden Years Ltd, by way of a first legal mortgage over the freehold property, and a fixed and floating debenture over all the assets of the group companies. In addition, there is a composite guarantee between all the group companies and also those of Serene LL Ltd, Trinity LL Ltd and Seabrooke Manor LL Ltd limited to £27,000,000 (2022: £27,000,000). As at 31 December 2023, the maximum exposure of the company in respect of the composite guarantee between all parties was £23,165,673 (2022: £25,298,653).

29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
22,889
24,275
3,452
3,452
Between two and five years
40,113
10,818
1,993
2,445
In over five years
4,048
-
-
-
67,050
35,093
5,445
5,897
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 36 -
30
Events after the reporting date

On 20 March 2025, the company sold its shares in its subsidiaries, The Red House (Ashtead) Limited and Glebe Care Limited, for a combined value of £10m to the ultimate parent company Golden Years Holdings Ltd. This transaction was part of a group restructure ahead of the sale of the shares in Golden Years Holdings Ltd by the shareholders, Dr A Sivananthan and Mrs K Sivananthan. Contracts were exchanged in respect of the sale of those shares on 19 March 2025 and the transaction is due to complete on 24 March 2025.

 

On 21 March 2025, the company's entire issued share capital was acquired by Ashtam LL Ltd, a company controlled by the directors Dr A Sivananthan and Mrs K Sivananthan who remain as the ultimate controlling parties of Golden Years Ltd.

 

In addition to the above, as part of the group restructure, the company withdrew from the provision of residential care home facilities and, from 1 January 2025, the principal activity of the company is that of a property investment company.

 

The financial effect of the above is expected to be as follows:

- Repayment of bank borrowings of circa £4.6m

- Profit on disposal of subsidiaries of circa £4.6m

- Reduction in turnover of circa £9.4m

- Projected net assets of circa £0.2m on completion

31
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel (including pension contributions) is as follows.

2023
2022
£
£
Aggregate compensation
99,914
101,874

Included above are amounts totalling £15,840 (2022: £17,280) in respect of the remuneration of key management personnel paid on behalf of fellow subsidiaries in the company's group.

Transactions with related parties

During the year the group entered into the following transactions with related parties:

Rent paid
2023
2022
£
£
Group
Key management personnel
-
3,600
Company
Key management personnel
-
3,600
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
31
Related party transactions
(Continued)
- 37 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Entities under common control
30,170
4,954,434
Key management personnel
11,319
-
Company
Entities over which the company has control, joint control or significant influence
167,429
-
Entities under common control
30,170
5,358,212
Key management personnel
11,319
-

The loans are interest free and repayable on demand.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
136,496
944,310
Entities under common control
1,207
3,480,924
Company
Entities with control, joint control or significant influence over the company
-
904,194
Entities over which the company has control, joint control or significant influence
5,206
1,492,535
Entities under common control
1,207
2,766,327

The loans are interest free and repayable on demand.

Other information

During the year, the company incurred costs of £712,050 (2022: £729,059) in respect of care services provided by subsidiary undertakings and further costs of £3,803,763 (2022: £3,858,266) in respect of care services provided by entities under common control.

 

Further related party information can be found in notes 28 and 32.

GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
32
Directors' transactions

Dividends totalling £250,000 (2022: £1,050,000) were paid to Golden Years Holdings Ltd, which is wholly owned by the company directors.

 

Included in note 31 are amounts paid by the company to the directors of the group amounting to £nil (2022: £3,600) for use of the premises from which the group operates. This transaction was on a normal commercial basis.

33
Controlling party

Up to 20 March 2025, the parent company and ultimate controlling company was Golden Years Holdings Ltd, whose registered office is Ordnance House, 31 Pier Road, St Helier, Jersey.

 

From 21 March 2025, the parent company and ultimate controlling company is Ashtam LL Ltd, whose registered office is 31/33 Commercial Road, Poole, Dorset, United Kingdom.

 

The company is ultimately controlled by Dr A Sivananthan and K Sivananthan by virtue of their individual 50% shareholdings in the ultimate parent company, Golden Years Holdings Ltd.

34
Cash generated from (absorbed by) group operations
2023
2022
£
£
Profit for the year after tax
111,249
614,331
Adjustments for:
Taxation charged
169,469
168,853
Finance costs
468,089
232,970
Investment income
(1)
(27)
Amortisation and impairment of intangible assets
154,353
154,353
Depreciation and impairment of property, plant and equipment
143,736
140,256
Other gains and losses
(75,000)
(15,000)
Movements in working capital:
Decrease (increase) in trade and other receivables
4,889,740
(2,265,185)
Decrease in trade and other payables
(2,675,028)
(14,330)
Cash generated from (absorbed by) operations
3,186,607
(983,779)
GOLDEN YEARS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
35
Cash generated from (absorbed by) operations - company
2023
2022
£
£
Profit for the year after tax
276,688
670,699
Adjustments for:
Taxation credited
(3,249)
(2,014)
Finance costs
410,020
220,820
Investment income
(1,570,001)
(1,525,000)
Depreciation and impairment of property, plant and equipment
7,919
8,058
Other gains and losses
(75,000)
(15,000)
Movements in working capital:
Decrease (increase) in trade and other receivables
5,595,444
(2,070,465)
(Decrease) increase in trade and other payables
(817,193)
2,831
Cash generated from (absorbed by) operations
3,824,628
(2,710,071)
36
Analysis of changes in net debt - group
1 January 2023
Cash flows
Non-cash movements
31 December 2023
£
£
£
£
Cash at bank and in hand
614,412
53,227
-
667,639
Bank overdrafts
(2,888)
2,888
-
-
0
611,524
56,115
-
667,639
Borrowings excluding overdrafts
(11,167,544)
5,162,159
87,109
(5,918,276)
(10,556,020)
5,218,274
87,109
(5,250,637)
37
Analysis of changes in net debt - company
1 January 2023
Cash flows
Non-cash movements
31 December 2023
£
£
£
£
Cash at bank and in hand
339,610
106,262
-
445,872
Bank overdrafts
(1,459)
1,459
-
-
0
338,151
107,721
-
445,872
Borrowings excluding overdrafts
(11,571,321)
4,628,157
857,459
(6,085,705)
(11,233,170)
4,735,878
857,459
(5,639,833)
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