Registration number: 11666292

ACG Operations Ltd

Contents

Company Information	1
Directors' Report	2
Strategic Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Profit and Loss Account	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 to 20

ACG Operations Ltd

Company Information

Directors

K J Maddin E H McNeill C J Storr A Welsh

Registered office

C/O Browne Jacobson LLP (Cs) 15th Floor 103 Colmore Row Birmingham B3 3AG

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

ACG Operations Ltd

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

N J Ayliff (ceased 15 March 2024)

K J Maddin

E H McNeill

C J Storr

A Welsh

Financial instruments

Objectives and policies

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.

Price risk, credit risk, liquidity risk and cash flow risk

The group’s bank loans and loan stock are subject to price and liquidity risk. 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.

Going concern

The balance sheet as at 31 December 2024 shows net liabilities of £9,063,009 (2023 - £7,160,337). The directors have considered the impact of the current economic environment on the future cash flows of the company and its subsidiaries 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 company has made a loss of £1,902,672 (2023 - £2,115,288) and is dependent on the wider group to meet its liabilities as they fall due. The directors of Cabot Square Capital Nominee Limited have confirmed that it is their intention to provide ongoing financial support to the company to ensure that the company 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.

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 auditors

Each director has taken 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 22 September 2025 and signed on its behalf by:

C J Storr
Director

ACG Operations 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 company is the operation of residential care services for the elderly.

Fair review of the business

The directors of the company consider that the financial position at the year end is satisfactory. The results for the year, which are set out in the profit and loss account, show an operating loss of £1,329,382 (2023 - £1,704,030). This includes head office costs, which are borne by ACG Operations Limited on behalf of the group. At 31 December 2024, the company had total assets less current liabilities of £7,150,683 (2023 - £8,820,373).

The company's key financial and other performance indicators during the year were as follows:

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 ration.

Principal risks and uncertainties

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.

Approved by the Board on 22 September 2025 and signed on its behalf by:

C J Storr
Director

ACG Operations Ltd

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic 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 company and of the profit or loss of the company 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 has 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ACG Operations Ltd

Independent Auditor's Report to the Members of ACG Operations Ltd

Opinion

We have audited the financial statements of ACG Operations Ltd (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 31 December 2024 and of its 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 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 company'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.

ACG Operations Ltd

Independent Auditor's Report to the Members of ACG Operations Ltd

Opinion on other matter prescribed by the Companies Act 2006

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

•	the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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, or returns adequate for our audit have not been received from branches not visited by us; or
•	the 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 4, 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

ACG Operations Ltd

Independent Auditor's Report to the Members of ACG Operations Ltd

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

22 September 2025

ACG Operations Ltd

Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024  £	2023  £
Turnover	3	1,992,491	1,779,466
Cost of sales		(1,011,547)	(1,222,151)
Other operating income	4	10,952	150
Gross profit		991,896	557,465
Administrative expenses		(2,216,145)	(2,232,122)
Exceptional items	6	(105,133)	(29,373)
Operating loss	5	(1,329,382)	(1,704,030)
Interest payable and similar charges	7	(405,462)	(407,102)
Loss before tax		(1,734,844)	(2,111,132)
Taxation	11	(167,828)	(4,156)
Loss for the financial year		(1,902,672)	(2,115,288)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

ACG Operations Ltd

(Registration number: 11666292)
Balance Sheet as at 31 December 2024

	Note	2024  £	2023  £
Fixed assets
Intangible assets	12	1,097,384	1,357,070
Tangible assets	13	551,281	374,803
Investments	14	11,944,709	11,944,709
		13,593,374	13,676,582
Current assets
Stocks	15	17,000	10,500
Debtors	16	510,411	1,118,041
Cash at bank and in hand		8,665	19,360
		536,076	1,147,901
Creditors: Amounts falling due within one year	17	(6,978,767)	(6,004,110)
Net current liabilities		(6,442,691)	(4,856,209)
Total assets less current liabilities		7,150,683	8,820,373
Creditors: Amounts falling due after more than one year	17	(16,213,692)	(15,980,710)
Net liabilities		(9,063,009)	(7,160,337)
Capital and reserves
Called up share capital	19	-	-
Profit and loss account		(9,063,009)	(7,160,337)
Total equity		(9,063,009)	(7,160,337)

Approved and authorised by the Board on 22 September 2025 and signed on its behalf by:
 

C J Storr
Director

ACG Operations Ltd

Statement of Changes in Equity for the Year Ended 31 December 2024

	Share capital £	Profit and loss account £	Total £
At 1 January 2024	-	(7,160,337)	(7,160,337)
Loss for the year	-	(1,902,672)	(1,902,672)
At 31 December 2024	-	(9,063,009)	(9,063,009)

	Share capital £	Profit and loss account £	Total £
At 1 January 2023	-	(5,045,049)	(5,045,049)
Loss for the year	-	(2,115,288)	(2,115,288)
At 31 December 2023	-	(7,160,337)	(7,160,337)