Registration number:
for the
Year Ended
Autograph Care Group Holdings Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Autograph Care Group Holdings Ltd
Company Information
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Directors |
K J Maddin E H McNeill C J Storr A Welsh |
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Registered office |
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Auditors |
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Autograph Care Group Holdings Ltd
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is acting as a holding company for the group. The principal activity of the Group is the financing, acquisition and provision of residential care services for the elderly.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £8,262,310 (2023 - £7,402,722) and an operating loss of £1,437,664 (2023 - £1,640,551). At 31 December 2024 the group had net liabilities of £19,369,088 (2023 - £14,704,863). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The key financial and operational performance indicators monitored by Management include quality ratings, the results of regulatory reviews, occupancy ratios, average weekly fee data, cost per resident ratios, staff costs and agency usage, EBITDA, cashflow cover ratio, gross leverage ratio and loan to value ratio.
Principal risks and uncertainties
The quality of care, safety of residents and compliance with the regulatory standards and those expected by the Care Quality Commission are the primary concerns of the Board. The company's employees are given appropriate training and support to ensure that they can deliver these standards. There is a comprehensive risk management and governance framework in place to ensure that the business maintains the highest standards of care, safety and compliance in all of its homes.
The global COVID-19 pandemic has added an increased element of risk to the business through the potential impact on occupancy and increased costs of working. However, the board is confident that with comprehensive risk management and infection control protocols in place, the risk has been mitigated with the potential downside being limited to a short lived but recoverable reduction in occupancy.
Approved by the
Director
Autograph Care Group Holdings Ltd
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The Board constantly monitors the company's trading results and revises projections as appropriate to ensure that the company can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The Group is mainly funded through loan notes and equity provided by Cabot Square Capital LLP alongside Bank debt through a fixed term acquisition facility.
The Group's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 18 to the financial statements. Liquidity risk is mitigated through the ongoing fully committed support from our Private Equity partner whilst exposure to interest rate risk is managed through a Board approved hedging strategy.
The principal operational finance risk that the business faces is the competitive market for the provision of Care Home services and the potentially serious impact of reduced occupancy levels. However, the business plans to mitigate this risk through acquisition of homes in under-bedded markets with local demographics that can support the private pay market.
Going concern
The balance sheet as at 31 December 2024 shows net liabilities of £19,369,088 (2023 - £14,704,863). The directors have considered the impact of the current economic environment on the future cashflows of the Group and their ability to meet liabilities as they fall due, being a period of not less than 12 months from the date of approving the financial statements, and are satisfied that it is appropriate to adopt the going concern basis.
The directors of Cabot Square Capital Nominee Limited have confirmed that it is their intention to provide ongoing financial support to the Group to ensure that it can meet its liabilities as they fall due, for a period of at least 12 months from the date of signing these financial statements. As a result, the directors have prepared the financial statements on a going concern basis.
Employment of disabled persons
It is the group's policy to give full and fair consideration to suitable applications for employment from disabled persons. Once employed, disabled persons receive equal opportunities for training, career development and promotion. Opportunities also exist for employees who become disabled to continue in their employment or to be trained for other positions within the group.
Employee involvement
The maintenance of a highly skilled workforce is essential to the future of the company. Every effort is made to ensure the future career development of existing staff. The health and safety at work of all employees is constantly reviewed by the directors to ensure the high standards set in previous years are maintained.
The group has continued its practise of keeping employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the group. This is achieved through consultations with employee representatives, general staff meetings, regular visits by the directors, home specific newsletters and encouraging employees to follow the company on social media.
Autograph Care Group Holdings Ltd
Directors' Report for the Year Ended 31 December 2024
Future developments
The group is in exclusive negotiations for the acquisition of additional care homes, with an extended pipeline of acquisition opportunities at various stages of development. The completion of these prospective additions to the group was delayed by the board due to the risks associated with the Coronovirus pandemic. However the board is starting to progress the pipeline as the adverse economic and environmental conditions associated with the pandemic begins to stabilise.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Autograph Care Group Holdings Ltd
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK 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 company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Autograph Care Group Holdings Ltd
Independent Auditor's Report to the Members of Autograph Care Group Holdings Ltd
Opinion
We have audited the financial statements of Autograph Care Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Autograph Care Group Holdings Ltd
Independent Auditor's Report to the Members of Autograph Care Group Holdings Ltd
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the 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:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor 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:
Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).
In identifying and assessing risks of material misstatement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process. Detailed analysis of journals posted through the accounting system during the year to 31 December 2023 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach.
• Challenging assumptions and judgements made by management in its significant accounting estimates.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Autograph Care Group Holdings Ltd
Independent Auditor's Report to the Members of Autograph Care Group Holdings Ltd
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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Autograph Care Group Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Other operating income |
44,456 |
71,166 |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Exceptional administrative expenses |
(194,521) |
(37,597) |
|
|
Operating loss |
( |
( |
|
|
Interest payable and expenses |
(3,226,561) |
(2,921,799) |
|
|
Loss before tax |
(4,664,225) |
(4,562,350) |
|
|
Taxation |
- |
( |
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Autograph Care Group Holdings Ltd
(Registration number: 11666267)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2022
|
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
61,144 |
82,214 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
( |
( |
|
|
Total equity |
( |
( |
Approved and authorised by the
Director
Autograph Care Group Holdings Ltd
(Registration number: 11666267)
Balance Sheet as at 31 December 2024
|
Note |
2022
|
2023 |
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Total equity |
|
|
The company made a profit after tax for the financial year of £Nil (2023 - profit of £Nil).
Approved and authorised by the
Director
Autograph Care Group Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
Transfer to/from profit and loss account |
- |
(247,476) |
247,476 |
- |
|
At 31 December 2024 |
|
|
( |
( |
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
Transfers to/from profit and loss account |
- |
3,842 |
(3,842) |
- |
|
At 31 December 2023 |
|
|
( |
( |
Autograph Care Group Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
|
|
At 1 January 2024 and at 31 December 2024 |
|
|
Share capital |
|
|
At 1 January 2023 and at 31 December 2023 |
|
Autograph Care Group Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance costs |
|
|
|
|
Income tax expense |
- |
|
|
|
|
( |
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
|
( |
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
( |
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Proceeds from bank borrowing draw downs |
|
- |
|
|
Repayment of bank borrowing |
( |
- |
|
|
Proceeds from loan notes issued |
|
|
|
|
Interest paid |
( |
( |
|
|
Net cash flows from financing activities |
|
|
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
61,144 |
82,214 |
|
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £nil (2023 - loss of £nil).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
The balance sheet as at 31 December 2024 shows net liabilities of £19,369,088 (2023 - £14,704,863). The directors have considered the impact of the current economic environment on the future cashflows of the Group and their ability to meet liabilities as they fall due, being a period of not less than 12 months from the date of approving the financial statements, and are satisfied that it is appropriate to adopt the going concern basis.
The directors of Cabot Square Capital Nominee Limited have confirmed that it is their intention to provide ongoing financial support to the Group to ensure that it can meet its liabilities as they fall due, for a period of at least 12 months from the date of signing these financial statements. As a result, the directors have prepared the financial statements on a going concern basis.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements and estimation uncertainty
The financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Tax
The tax expense for the period comprises and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold buildings |
2% straight line |
|
Freehold land |
Nil |
|
Long-term leasehold property |
10% straight line |
|
Plant and machinery |
10% straight line |
|
Motor vehicles |
10% straight line |
|
Fixtures and fittings |
20% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years |
|
Patents |
10 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Revenue |
The total turnover of the group for the year has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Government grants |
|
- |
|
Miscellaneous other operating income |
|
- |
|
COVID-19 support scheme grant income |
- |
24,154 |
|
Rental income and service charges |
- |
47,012 |
|
|
|
|
Operating loss |
The operating loss is stated after charging:
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense |
|
|
|
Exceptional items |
|
2024 |
2023 |
|
|
Exceptional expenses |
194,521 |
37,597 |
Exceptional costs in the current year relate to non-recurring payroll fees for temporary managers and directors.
Exceptional costs in the prior year relate to insurance claims received and one off legal costs and agency fees.
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Bank interest payable |
|
|
|
Other loan interest payable |
|
|
|
Finance costs adjacent to interest |
|
|
|
|
|
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Employees and directors |
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Directors |
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
- |
|
254,380 |
372,390 |
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax adjustment to prior periods |
- |
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
(106) |
6,081 |
|
UK deferred tax expense (credit) relating to changes in tax rates or laws |
- |
(53,224) |
|
Deferred tax expense (credit) from unrecognised tax loss or credit |
615,285 |
899,371 |
|
Increase (decrease) in UK and foreign current tax from adjustment for prior periods |
- |
14,178 |
|
Tax increase (decrease) from effect of capital allowances and depreciation |
550,877 |
220,882 |
|
Total tax charge |
- |
|
Deferred tax
Group
Deferred tax assets and liabilities
As at 31 December 2024, a deferred tax asset of £1,150,551 (2023 - £871,515), calculated at a rate of 25%, has not been recognised, in respect of losses carried forward, on the basis that there is insufficient evidence that taxable profits are forecast in the foreseeable future.
A deferred tax asset of £2,668,250 (2023 - £1,982,183), calculated at a rate of 25% has not been recognised in respect of unpaid loan note interest carried forward, on the basis that there is insufficient evidence that the asset will be recoverable.
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Trademarks, patents and licenses |
Total |
|
|
Cost |
|||
|
At 1 January 2024 and at 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
- |
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
- |
|
|
At 31 December 2023 |
|
- |
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £11,491,535 (2023 - £11,647,156) in respect of freehold land and buildings and £725,123 (2023 - £530,942) in respect of short leasehold improvements. The net book value of land, included within freehold property, within the group totals £2,791,245 (2023 - £2,791,245).
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Country of incorporation |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
The principal activity of St Catherine's Care Homes Limited, Walton Manor Limited and Northern Care Homes Limited is that of care homes. The principal activity of ACG Operations Limited is the operation of residential care services for the elderly. The principal activity of ACG Care Group Limited, Autograph Care Group Finance Limited and Northern Care Homes (Stoneswood) Ltd is that of intermediate holding companies. The principal activity of ACG P01 Limited, ACG P02 Limited, ACG P03 Limited and ACG P04 Limited is that of property companies. The principal activity of ACG New Holdco Limited and ACG New Opco Limited is that of dormant companies.
The registered offices of the above subsidiary undertakings are the same as for Autograph Care Group Holdings Limited, listed on the company information page.
* These shareholdings are indirectly held through Autograph Care Group Finance Limited
** These shareholdings are indirectly held through Autograph Care Group Limited
*** These shareholdings are indirectly held through Autograph Care Group Operations Limited
**** This shareholding is indirectly held through Northern Care Homes (Stoneswood) Ltd
***** This shareholding is indirectly held through ACG New Holdco Limited
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Consumables |
|
|
- |
- |
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments and accrued income |
|
|
- |
- |
|
|
Total current trade and other debtors |
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax liability |
( |
|
- |
- |
|
|
|
|
- |
- |
||
|
Due after one year |
|||||
|
Other loans (net of costs of raising finance) |
|
|
- |
- |
|
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Current loans and borrowings |
||||
|
Bank borrowings (net of costs of raising finance) |
|
|
- |
- |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Non-current loans and borrowings |
||||
|
Other loans (net of costs of raising finance) |
31,201,844 |
27,754,927 |
- |
- |
During the year, the bank debt was refinanced in full with a new principal of £5,857,000. The bank loan is secured over the assets and undertakings of the company. The bank loan is repayable in monthly instalments of £55,227 starting in November 2025 with a final capital repayment of the outstanding amount on 8 November 2029. Interest is charged on the bank loan at a rate of 2.5% above base per annum. £246,795 (2023 - £1,491) of costs associated with the raising of this finance are offset against the loan balance and are being released to the profit and loss account over the term of the loan in accordance with FRS102.
Included in other loans are zero coupon bonds of £3,539,869 (2023 - £3,156,393) and deep discount bonds of £27,691,898 (2023 - £24,651,106) inclusive of accrued interest of £10,115,475 (2023 - £7,618,685) due to management and investors, which are all repayable in full on 1 June 2028. Interest is charged on all the loan notes at a rate of 10% per annum. These figures are stated gross of costs of raising finance of £29,923 (2023 - £52,574). The costs associated with the raising of this finance are being released to the profit and loss account over the term of the debt in accordance with FRS 102 with £22,651 (2023 - £32,666) being amortised in the year ended 31 December 2024.
The loan notes are secured by a debenture over the assets and undertakings of each company in the group.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Autograph Care Group Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
500 |
|
500 |
|
|
|
100 |
|
100 |
|
|
|
1 |
|
1 |
|
|
|
- |
|
- |
|
|
|
|
|
|
Rights, preferences and restrictions
|
All of the above shares rank pari passu in all respects, except for as detailed in the company's articles of association. |
|
Related party transactions |
The group has taken advantage of the FRS 102 section 33.1A exemption from disclosing transactions with wholly owned group undertakings.
Included in other loans are loan notes including zero coupon bonds of £3,228,292 (2023 - £2,844,816) and deep discount bonds of £28,003,475 (2023 - £24,651,108), due to management and investors. See note 18 for more information.
|
Statement of changes in Net Debt |
|
Analysis of changes in net debt |
As at 1 January 2024 |
Cash flows |
Other non cash changes |
As at 31 December 2024 |
|
Cash and cash equivalents |
||||
|
Cash at bank and petty cash |
82,214 |
(21,070) |
- |
61,144 |
|
Borrowings |
||||
|
Bank loan (net of debt costs) |
(5,741,009) |
140,610 |
(9,806) |
(5,610,205) |
|
Due greater than 1 year |
||||
|
Loan notes (net of debt costs) |
(27,754,927) |
(680,000) |
(2,766,917) |
(31,201,844) |
|
Total net debt |
(33,413,722) |
(560,460) |
(2,776,723) |
(36,750,905) |
Other non cash changes comprise of accrued interest and fair value adjustments.
|
Parent and ultimate parent undertaking |