The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the group continues to be the provision of care services, offering a range of specialist nursing and care services to the elderly and to people with dementia, along with adult mental health services.
During 2024, the group suspended mental health services at the Grove Park Mental Health Unit in the latter half of the year while restructuring the service and management team ahead of 2025. This was part of a planned reorganisation to align more closely with our long-term strategy, ensuring resources are deployed efficiently and in response to care demand trends.
The group operates all of its homes and services to high regulatory standards, with the Care Quality Commission (CQC) rating all of them as Good. This provides assurance of service quality and a strong reputation for safe and effective care.
Despite the restructuring, the group has continued to maintain excellent occupancy levels and strong demand. Revenue and profitability, while reduced compared to 2023, remain resilient and reflective of the strength of the business model.
Financial key performance indicators
The group monitors its performance against key measures aligned to its strategy:
Revenue: £16.2m (2023: £16.9m)
Operating profit: £3.19m (2023: £3.82m)
Profit for the year: £1.18m (2023: £1.88m)
Net assets: £15.9m (2023: £21.3m)
A revaluation of property, plant and equipment led to a non-cash adjustment of £6.6m, resulting in a comprehensive income being a loss of £5.43m for the year (2023 - £1.43m profit). This was primarily due to the cessation of income from mental health services, as mentioned above, in home of one of the group's subisidiry companies. We anticipate this impact to be reversed following the planned restructuring and recommencement of services in 2025–2026. Notwithstanding these accounting impacts, underlying trading performance remains resilient and sustainable.
The group mitigates this risk by developing a sales and marketing strategy that ensures adequate management time and resources are devoted to its implementation with a continued focus in 2025 to building a stronger online presence and paying attention to consumer needs and their expectations, and changes in regulatory requirements.
Business Risk
The board has overall responsibility for the group’s approach to assessing risk and recognises that creating value is the reward for taking and accepting risk. Management implements the board’s policies on risk and control and oversees compliance of these policies. They are responsible for maintaining appropriate control environments.
Occupancy risk
Lower than expected occupancy rates and a fall in bed rates, would cause a drop in revenue and hence resultant pressure on cash flow. The group continues to manage a number of block bed contracts with local authorities, short and long term, that help mitigate this risk. Historically we have a track record of high occupancy, built upon our reputation for the provision of nursing care, together with a strong and flexible management team.
Respiratory diseases
The group continues to take steps to manage infection control, remaining vigilant to the continuing risks that respiratory diseases present to our residents
Wage Rate
Government policy in setting the rate of the National Living Wage (“NLW”) has a significant impact on labour costs for the group and our ability to recover these costs through fee increases is uncertain. Failure to recover such costs would have a negative impact on margins. In providing a high level of care we mitigate this risk by carefully controlling costs, negotiating fees and regularly reviewing our fees in light of market conditions.
Market risks
The group provides services to publicly funded entities in the United Kingdom such as Local Authorities and the NHS, typically through Integrated Care Board's, and any material reduction in the revenue earned from such services could adversely impact the group’s business. These risks are mitigated by a diversified income stream across the five homes, sector leading quality and strong relationship management.
Interest rate risk
The group’s interest rate risk arises from borrowings issued at variable rates that exposes the group to interest rate cash flow risk. Covenants apply to this borrowing which could limit operating and financial flexibility if the group defaults under these covenants. Increases in interest rates in the future could significantly increase costs, reduce cash flow and funding for the development of new homes or redevelopment of existing homes, and may not be available on acceptable terms.
To mitigate this risk, we maintain strong working relationships with our bank to facilitate the regular provision of compliance reporting, providing detailed management reports and oversight of key issues impacting the business. In addition, prudent liquidity management policies are applied that include the preparation of regular detailed cash flow forecasts to monitor liquidity and compliance with the covenants.
Regulatory risks
The group operates in a highly regulated business environment and failure to comply with regulations could lead to substantial penalties, including embargo of new resident admissions through to the loss of the registration certificates necessary to continue to trade. The group operates stringent quality policies and procedures, together with rigorous internal governance audit and oversight to ensure the safety of our residents.
Future developments
Sustained high occupancy levels across the group demonstrate robust demand for services. In line with its strategic objectives, the group has acquired a new property in Q2 2025. This new facility will expand care home capacity, enhance service quality, and reinforce Ashton Healthcare’s strong position in the Sussex market.
The directors believe that this development, coupled with ongoing restructuring initiatives, will strengthen the group’s platform for growth and increase future income streams.
The group is committed to promoting the success of the business for the benefit of all stakeholders. We provide high-quality care services through our dedicated, compassionate, and skilled staff, who are supported by ongoing training and development.
Staff wellbeing remains a priority, with regular engagement, surveys, and confidential support services covering health, finance, legal, and mental health matters. We continue to invest in modern systems that empower staff with real-time access to their working information, training needs, and support compliance with all regulatory requirements to ensure the highest standards of care.
Our equality, viversity, and inclusion programme fosters a culture of respect and inclusion where all employees and residents feel valued. Continuous investment in our facilities ensures safe, comfortable environments, while sustainability initiatives such as our solar panel installations reflect our commitment to environmental responsibility.
The directors are dedicated to maintaining and enhancing the group’s reputation within the care sector, guided by ethical standards and a focus on long-term value creation for residents, staff, and the wider community. The business relationships and long term considerations are covered by the contents of the directors' report.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Details of principal risks, including financial instrument risks, are detailed in the Strategic Report.
The group's policy is to consult and discuss with employees, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is presented at meetings and through information bulletins which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The directors have a philosophy of fairness and honesty with all our residents and their families and decisions are made always with regard to the wellbeing of the home residents in conjunction with relatives.
The directors have built a business where there are a significant number of long-term suppliers to the business. The company also has robust systems in place whereby suppliers are paid within their credit terms and it reports separately on this. The company will offer equal terms to new and existing suppliers. Trade payable days for the year ended 31 December 2024 were 10 days (2023 - 19 days).
The directors have disclosed any future developments in the Strategic Report.
The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
In line with the Government's new Streamlined Energy and Carbon Reporting (SECR) policy, the company has disclosed the following in respect of its annual energy consumption. The energy data has been compiled from supplier invoices and calculated using UK Government GHG Conversion Factors. Note that as this was a first year breach, no comparative information is required.
In compliance with the UK Government’s Streamlined Energy and Carbon Reporting (SECR) requirements, the Group has disclosed its energy usage for the year ended 31 December 2024. This first year of reporting uses data compiled from supplier invoices and converts energy consumption into greenhouse gas emissions using the UK Government’s 2025 greenhouse gas conversion factors. No comparative information is required for this report.
During the reporting period, the Group’s energy consumption comprised 551,525 kWh of electricity and 1,803,876 kWh of natural gas. Applying the official conversion factors, this equates to total carbon emissions of approximately 429 tonnes of carbon dioxide equivalent. Total kWh as a ratio to turnover is 0.146.
The Group remains committed to implementing energy efficiency measures and reducing its carbon footprint in line with environmental and regulatory obligations.
Our new care homes have been designed with sustainability at the forefront, featuring energy-saving measures such as LED lighting, solar panels, efficient heating and cooling systems, sensor lighting, cycle sheds, and electric vehicle recharge points. These investments contribute materially to lowering the Group’s carbon footprint.
Additionally, the group is actively pursuing a transition to a 100% paperless office environment. We have implemented software, systems, and processes to eliminate the need for printed and paper records, reducing waste and improving operational efficiency while supporting our carbon reduction objectives.
As this is the Group’s first year of formal SECR reporting, we are in the process of establishing comprehensive baseline carbon data and energy consumption metrics across all sites. We intend to set meaningful carbon reduction targets and further expand our sustainability initiatives in forthcoming years, demonstrating ongoing commitment to environmental stewardship and compliance with evolving regulatory expectations.
We have audited the financial statements of Ashton Healthcare Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of total 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 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
Obtaining an understanding of the legal and regulatory framework that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;
Obtaining an understanding of the company’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and
Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the company and our sector-specific experience.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law, compliance with the CQC and compliance with the UK Companies Act.
In addition to the above, our procedures to respond to risks identified included the following:
Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing correspondence with regulators;
Challenging assumptions and judgements made by management in their significant accounting estimates, including property, plant and equipment at fair value; and
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
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.
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.
The group statement of total comprehensive income has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £2,238,001 (2023 - £2,080,585 loss).
Ashton Healthcare Group Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 13 Oathall Road, Haywards Heath, West Sussex, RH16 3EG.
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 £1.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the group's principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
The company has net liabilities in relation to the bank loan in the company, any instalments or other amounts due will be paid from future trading of the group’s subsidiaries and the directors confirm that these will be settled as they fall due. The directors have also confirmed that, if required, they will provide financial support to the group and company.
Based on these assessments and having regard to the resources available to the group, the directors have concluded that there is no material uncertainty in relation to the appropriateness of continuing to adopt the going concern basis in preparing the annual report and accounts.
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, is shown net of VAT and on an accruals basis.
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 credited or charged to profit or loss.
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.
Revaluations are made with sufficient regularity to ensure that the carrying amount in the financial statements does not differ materially from that which would be determined using the fair value at the end of the reporting period.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
In the parent company financial statements investments in subsidiaries 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.
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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.
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, with 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.
The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and loans from related parties.
Debt instruments like loans and other accounts receivable and payable are initially measured at the transaction price (including transaction costs) and subsequently at amortised cost using the effective interest method; debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year.
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.
The costs of short-term employee benefits are recognised as a liability and an expense.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit and loss on a straight line basis over the term of the relevant lease.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
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.
The directors' valuation relating to the fair value of property, plant and equipment across the group is based on their use of the professional valuations carried out on behalf of the company's lenders in August 2025 at an aggregate of £39.65 million (for Adelaide Healthcare Limited, Birchgrove Healthcare (Sussex) Limited and Grove Park Healthcare Group Limited, all group subsidiaries). These valuations were carried out in accordance with The Royal Institution of Chartered Surveyors, undertaken by Savills, an independent firm of Chartered Surveyors with a recognised and relevant professional qualification and with recent experience in the location and category of the property, plant and equipment being valued. The valuations were both made on the basis of existing use as a fully-equipped operational entity having regard to trading potential in line with Section 27 of FRS 102.
The company operates one principal activity, that of the rendering of services, which is wholly undertaken in the United Kingdom. Revenue is therefore made up 100% by the fees in relation to the supply of these services.
The average monthly number of persons employed by the group and company during the year (excluding directors) was:
Their aggregate remuneration comprised:
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:
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
The group has estimated losses of £3,105,000 (2023 - £4,060,000) available for carry forward against future income.
The directors have valued property, plant and equipment as disclosed in note 2.
There are fixed and floating charges held over the freehold land and buildings by the group's bankers.
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses
a) 13 Oathall Road, Haywards Heath, West Sussex, RH16 3EG.
Included within the company debtors falling due after more than one year, a discounting charge totalling £686,940 (2023 - £686,940) has been applied to this balance as no interest is charged on this balance. There has been an equal and opposite increase in the investment in this subsidiary as a result of this adjustment.
The going concern conclusions as disclosed in note 1.3 have therefore been arrived at on the basis that this balance will not be received within 12 months of the signing of the audit report.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is four years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The bank loans are fully repayable within 5 years. The rate of interest payable is between 3.5% and 3.9% plus the Bank of England's base rate. Capital repayments started being paid on the bank loans from November 2023.
The bank loans are secured by a cross guarantee and debenture in favour of the bank granted by members of the group, including Adelaide Healthcare Limited, Birchgrove Healthcare (Sussex) Limited and Grove Park Healthcare Limited dated 28 October 2022. The bank also holds fixed and floating charges over all assets of the group. The controlling parties Mr A S Shookhye and Mrs M B Shookhye have also provided personal guarantees totalling £5,200,000.
As per note 23 the bank loan has been refinanced since the year end.
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 for financial reporting purposes:
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.
During the year 122 Ordinary share were converted to A Ordinary shares and a further 66 A Ordinary shares were issued. These shares entitle their holders to receive notice of and to attend and vote at any general meetings and agree to a proposed written resolution of the Company. The shares carry rights to dividends and other distributions in respect of the profits of the company on a sale, winding-up, or other capital distribution of the company, shall be entitled firstly, to repayment of the nominal amount paid up or credited as paid up (including any premium) on such shares in conjunction with the holders of the C Ordinary shares and secondly, to 90% of the residue (if any) which shall be apportioned to the holders of the A Ordinary shares on a pro-rata basis to the number of shares held.
During the year 12 C Ordinary shares were issued. These shares do not entitle their holders to receive notice of and to attend and vote at any general meeting and agree to a proposed written resolution of the company. The shares carry rights to dividends and other distributions in respect of the profits of the company on a sale, winding-up, or other capital distribution of the company, shall be entitled firstly, to repayment of the nominal amount paid up or credited as paid up (including any premium) on such shares in conjunction with the holders of A Ordinary shares and secondly, to 8% (the remaining 2% relates to B Ordinary shares but none have been issued as at the date of signing the financial statements) of the residue (if any) which shall be apportioned to the holders of the C Ordinary shares on a pro-rata basis to the number of shares held.
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:
In September 2025, the group and company entered into a new secured loan facility of £27.5m. The facility, which is interest only for 2 years, is for a term of five years and bears interest at 3.5% above the Bank of England base rate.
The loan is secured by a debenture and legal charges over the freehold property within the group, personal guarantees of up to £7m provided by Mr A Shookhye and Mrs M Shookhye; and a cross-guarantee between Ashton Healthcare Group Limited, Grove Park Healthcare Group Limited, Birchgrove Healthcare (Sussex) Limited, Ashton Project Management Limited, and Adelaide Healthcare Limited, supported by first-ranking debentures and first legal charges in favour of the lender.
The proceeds of the facility were used to refinance existing borrowing arrangements and to provide additional funding for the development of another home within the group. As the agreement was signed after the reporting date, this represents a non-adjusting post balance sheet event. Accordingly, no adjustments have been made to the carrying amounts of assets and liabilities at 31 December 2024.
The remuneration of the key management personnel of the group, is as follows.
Included within the group other payables in current and non-current liabilities are directors' loan balances which total £59,516 (2023 - £1,304,961). No interest is charged on these balances.