REGISTERED NUMBER: 11695322 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

SUSSEX PRIMARY CARE LTD

Page

Strategic Report

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Income and Retained Earnings

6

Balance Sheet

7

Notes to the Financial Statements

8

Sussex Primary Care LTD (SPC) is a wholly owned subsidiary of Sussex Community NHS Foundation Trust (SCFT). The Company was established to offer an alternative to the partnership model of General Practice, which is under significant challenge nationally and locally, to create more sustainable primary care and to integrate SCFT's own services with local practices.

REVIEW OF BUSINESS

SPC currently operates seven GP practices which it acquired between 2019 and 2022. Since its establishment SPC has faced both financial and workforce challenges and has accumulated significant losses over the period.

Consequently since 2022 SPC has decided not to take on any new practices. The year of audit 2024/25 has been a period of consolidation in which the Company has:

- Reduced and reorganised its central and corporate costs to a more sustainable level.

- Established more sustainable staffing levels in the practices, reducing reliance on temporary locum and agency staff.

- Aligned more closely with the parent organisation Sussex Community NHS Foundation Trust, including appointing three new members of the Board of SCFT onto the SPC Board

During 2024/25 the in-year deficit was reduced by more than half (from £ 1,749k in 2023/24 to £ 859k in 2024/25). SPC's financial position is continuing to improve in 2025/26 although there are still challenges particularly in improving the level of income.

PRINCIPAL RISKS AND UNCERTAINTIES

Key risks on the master risk register are:

- SPC's financial position

- Increasing demand / demand exceeding capacity

- The condition of SPC's infrastructure and estate

SPC is continuing to progress towards its aim of achieving a recurrent break even position. The Board of SCFT has formally confirmed that it will continue to financially support SPC in meeting its liabilities. SCFT will not require repayment of the amounts due from SPC until SPC has sufficient funds to make repayment.

SPC has access to capital funds from SCFT and is continuing to utilise this to invest in the infrastructure of its buildings. This improves the quality of the built environment for patients and staff. It also adds more good quality consulting space to meet demand and improve the quality of service, which in turn will increase SPC's capacity to generate more income.

ON BEHALF OF THE BOARD:

K Pilcher - Director

25 November 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

K Pilcher

G A Galliano

Other changes in directors holding office are as follows:

L Coupe - resigned 21 November 2024

M R Jennings - appointed 1 May 2024

K E Eastman - appointed 1 May 2024

L Strong - appointed 1 May 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

K Pilcher - Director

25 November 2025

Opinion

We have audited the financial statements of Sussex Primary Care Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 March 2025 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 Auditors' 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 financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the 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 or the Report of the Directors.

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 two, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override controls), and determined that the principal risks were related to management override and revenue recognition. Audit procedures performed included:

- Enquiring of management whether there were instances of non-compliance with laws and regulation or fraud;

- Review of legal expenses for evidence of fees relating to non-compliance;

- Reviewing journal entries, non-sales bank receipts and non-purchase bank payments for unusual accounting entries; and

- Substantive procedures to test that accrued income has been correctly recognised.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Colin Young BA FCA (Senior Statutory Auditor)

for and on behalf of Galloways Accounting

Statutory Auditors

15 West Street

Brighton

East Sussex

BN1 2RL

8 December 2025

TURNOVER

10,311,990

10,410,692

Cost of sales

(6,516,333

)

(7,947,672

)

GROSS PROFIT

3,795,657

2,463,020

Administrative expenses

(4,831,166

)

(4,320,614

)

(1,035,509

)

(1,857,594

)

Other operating income

152,709

94,985

OPERATING LOSS

4

(882,800

)

(1,762,609

)

Interest receivable and similar income

23,782

13,720

LOSS BEFORE TAXATION

(859,018

)

(1,748,889

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(859,018

)

(1,748,889

)

Retained earnings at beginning of year

(5,084,504

)

(3,335,615

)

RETAINED EARNINGS AT END OF YEAR

(5,943,522

)

(5,084,504

)

FIXED ASSETS

Tangible assets

6

35,870

14,416

CURRENT ASSETS

Stocks

7

68,239

80,278

Debtors

8

715,106

931,618

Cash at bank

373,560

319,340

1,156,905

1,331,236

CREDITORS

Amounts falling due within one year

9

(7,136,296

)

(6,430,155

)

NET CURRENT LIABILITIES

(5,979,391

)

(5,098,919

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(5,943,521

)

(5,084,503

)

CAPITAL AND RESERVES

Called up share capital

11

1

1

Retained earnings

12

(5,943,522

)

(5,084,504

)

SHAREHOLDERS' FUNDS

(5,943,521

)

(5,084,503

)

The financial statements were approved by the Board of Directors and authorised for issue on 25 November 2025 and were signed on its behalf by:

K Pilcher - Director

1.	STATUTORY INFORMATION

Sussex Primary Care Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

11695322

Registered office:

Brighton General Hospital

c/o Arundel Block Floor 1

Elm Grove

Brighton

East Sussex

BN2 3EW

The presentation currency of the financial statements is the Pound Sterling (£) and have been rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

In preparation of the year end accounts the board is required to undertake an assessment as to whether the business will continue as a going concern.

Sussex Primary Care Ltd (SPC) was incorporated by Sussex Community NHS Foundation Trust (SCFT) in 2018 to take on General Practices in Sussex to develop strong partnerships and influence within primary care; develop primary care at scale; and to develop opportunities for integration between primary care and community services with the ability to utilise resources more effectively. The first four years were a period of investment and growth whereas SPC is now in a period of consolidation and no further practices have been added.

SPC made a further loss in 2024/25 of £859k (23/24: £1,749k) and had net liabilities of £5,944k as at 31 March 2025 (23/24: £5,085k). To date SPC has financed its deficit through loan funding agreed with its parent company, SCFT.

In 2025/26 SPC is continuing to operate in a deficit position, however the 2024/25 in year deficit was a significant improvement on previous years and that notable improvement has continued into 2025/26. Enhanced financial controls have led to significant reductions in temporary staffing costs and in central and corporate costs. SPC has set a target to achieve a break even in 2025/26 and while that currently looks challenging, SPC is continuing an improving trajectory.

SPC had accessible cash of £374k at 31 March 2025 and, through the use of the available loan facility with its parent company, the balance is expected to remain sufficient to pay liabilities as they fall due throughout the period. The company is financed by intercompany interest free loans amounting to £6,066k at 31 March 2025 (23/24: £5,325k), with a further inter-company facility available as required.

This going concern assessment is dependent on the company's ultimate parent undertaking SCFT not seeking repayment of the amounts currently due to the group and continuing to provide additional financial support during the period. SCFT has indicated that it does not intend to seek repayment of these amounts until SPC is independently financially sustainable.

The SCFT board have agreed that the trust is a going concern, therefore these accounts have been prepared under a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Revenue from NHS and Local Authority contracts

Turnover is measured at the fair value of the consideration received or receivable for the delivery of healthcare and related services during the year, as well as the reimbursement of specific costs incurred and other income top-ups to support the delivery of services. The income is recognised at the point that the company becomes entitled to the income.

Revenue from private income

Turnover is measured at the fair value of the consideration received or receivable for the delivery of a service and is recognised at the point the service is provided.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

Past and present employees are covered by the provision of the two NHS Pension Schemes. Both schemes are unfunded, defined benefit schemes that cover NHS employers, general practices and other bodies, allowed under the direction of the Secretary of State for Health and Social Care in England and Wales. The scheme is not designed in a way that would enable employers to identify their share of the underlying scheme assets and liabilities. Therefore, the scheme is accounted for as though it is a defined contribution scheme: the cost to the company is taken as equal to the employer's pension contributions payable to the scheme for the accounting period. The contributions are charged to operating expenses as and when they become due.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

7,707,666

8,555,195

Social security costs

660,530

581,415

Other pension costs

875,031

738,671

9,243,227

9,875,281

The average number of employees during the year was as follows:

2025

2024

Medical

103

104

Non-medical

107

114

210

218

2025

2024

£

£

Directors' remuneration

76,378

172,691

Directors' pension contributions to money purchase schemes

11,977

21,768

4.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Other operating leases

721,160

728,028

Depreciation - owned assets

2,343

-

Auditors' remuneration

16,560

9,240

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 April 2024

14,416

Additions

23,797

At 31 March 2025

38,213

DEPRECIATION

Charge for year

2,343

At 31 March 2025

2,343

NET BOOK VALUE

At 31 March 2025

35,870

At 31 March 2024

14,416

7.

STOCKS

2025

2024

£

£

Stocks

68,239

80,278

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

35,399

139,905

Other debtors

44,545

207,186

Prepayments and accrued income

635,162

584,527

715,106

931,618

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

87,291

212,533

Amounts owed to group undertakings

6,066,481

5,324,766

Social security and other taxes

160,825

162,729

Other creditors

257,359

229,638

Accruals and deferred income

564,340

500,489

7,136,296

6,430,155

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

467,433

511,433

Between one and five years

1,145,121

955,732

In more than five years

151,508

229,904

1,764,062

1,697,069

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

1

12.

RESERVES

Retained

earnings

£

At 1 April 2024

(5,084,504

)

Deficit for the year

(859,018

)

At 31 March 2025

(5,943,522

)

13.	PARENT COMPANY

The company is 100% owned by Sussex Community NHS Foundation Trust, Brighton General Hospital, Elm Grove, Brighton BN2 3EW. The company is included in the consolidated financial statements of Sussex Community NHS Foundation Trust, which is the smallest and largest group within which Sussex Primary Care Limited belongs. The consolidated financial statements can be obtained from https://sussexcommunity.nhs.uk/.