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2023-03-31-accounts

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GREENSLEEVES HOMES TRUST

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED 31 MARCH 2023

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST

(A Company limited by Guarantee not having a share capital – Company Registered Number 03260168)

(Charity Registration Number 1060478)

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED 31 MARCH 2023

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GREENSLEEVES HOMES TRUST ANNUAL REPORT YEAR ENDED 31 MARCH 2023

CONTENTS

LEGAL AND ADMINISTRATIVE DETAILS 1
REPORT OF THE BOARD OF TRUSTEES INCLUDING THE STRATEGIC
REPORT		 2
STATEMENT OF TRUSTEES’ RESPONSIBILITIES 13
INDEPENDENT AUDITOR’S REPORT 14
CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES 18
CONSOLIDATED BALANCE SHEET 19
CONSOLIDATED CASH FLOW STATEMENT 20
NOTES TO THE FINANCIAL STATEMENTS 21

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GREENSLEEVES HOMES TRUST LEGAL AND ADMINISTRATIVE DETAILS

(A Company limited by Guarantee not having a share capital – Company Registered Number 03260168) (Charity Registration Number 1060478)

TRUSTEES

Mr D Bryan (Appointed 19 May 2022) Mr R Costella (Resigned 01 October 2022) Ms K Davies Mr M Foster Mr D Kelly OBE

Mr M Shaha Mr C Spence Ms D Pounds (Chair) Ms M Townson Ms J Tombs

COMPANY SECRETARY

Ms T Omoma

CHIEF EXECUTIVE

Mr P Newman

KEY MANAGEMENT PERSONNEL

Ms J Clarges – Director of Quality and Compliance Mr C Doherty – Chief Financial Officer Ms S King – Director of Business Development Ms T Omoma – Director of Human Resources and Company Secretariat Ms T Nelson – Divisional Director – North Ms M Whittingham – Divisional Director – South

REGISTERED OFFICE

138 Cheapside London EC2V 6BJ

STATUTORY AUDTOR

INTERNAL AUDITOR

Grant Thornton UK LLP RSM UK Victoria House Suite A, 7[th] Floor 199 Avebury Boulevard City Gate East Milton Keynes Nottingham MK9 1AU NG1 5FS

BANKERS

Lloyds Bank Plc 2[nd] Floor 39 Threadneedle Street London EC2R 8AU

SOLICITORS

Wilsons Solicitors LLP 4 Lincoln’s Inn Fields London WC2A 3AA

DAC Beachcroft LLP Portwall Place Portwall Lane Bristol BS1 6NA

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

The Trustees, who are the directors for the purposes of the Companies Act 2006, present the report and financial statements of Greensleeves Homes Trust (“the Trust”/“the Charity”) for the year ended 31 March 2023. The Trustees confirm that the annual report and financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic or Ireland (FRS 102) (effective 1 January 2020).

Strategic Report Year Ended 31 March 2023

Aims

Greensleeves Homes Trust is a charitable organisation providing care and accommodation for older people, primarily through the operation of residential and nursing homes in the South and East of England.

Our mission is to encourage our residents to thrive as individuals, and our employees to practice as caring professionals. Our values of Respect, Openness, and Responsibility support us in achieving this.

Greensleeves Homes Trust aims to expand its charitable impact by increasing the number of beneficiaries receiving our high quality care and support services.

Charitable Objectives and Activities

The objects of Greensleeves Homes Trust as defined by its Memorandum and Articles of Association are:

The Trustees have had regard to the Charity Commission’s guidance on public benefit when reviewing the Charity’s aims and objectives, and in planning future activities to meet these.

Greensleeves Homes Trust meets these objectives through the provision of residential, dementia and nursing care, in care homes located across the South and East of England. Care is offered uniformly, regardless of resident background or financial situation.

During the year, we have formalised our long-standing Home for Life policy, which commits to continuing to provide care for private residents who through financial depletion become eligible for Local Authority funding. This offers reassurance to residents and relatives that a home with Greensleeves is a home for life.

The Trust’s strategic goals are:

The Trust sets short term and long term aims to support the furtherance of the objectives and strategic goals. Short term aims focus on enhancement of current services, and include:

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

Long term aims include:

The Trust measures success against its objectives through a variety of Key Performance Indicators, including CQC ratings, carehome.co.uk ratings, staff turnover, occupancy, CQC registered beds, and funded resident percentage.

As at 31 March 2023, we had facilities to care for up to 1,252 residents across 27 homes, an increase of 64 beds and 1 home compared to the prior year.

Our services continue to be highly rated by residents, family and friends, with a Carehome.co.uk group score of 9.5 out of 10, and 20 of our homes achieving this score or greater.

In furtherance of our charitable objectives, during the year, the charity has increased the number of residents it is able to care for through the addition of a new 64 bed nursing home, The Meadowcroft in Tooting, London, which opened in February 2023. The redevelopment of Mount Ephraim House has also been progressed, and despite setbacks, has opened since the year end, providing a further 57 beds.

Any surpluses generated by the Trusts activities are reinvested into the maintenance and improvement of our homes and services, including supporting our Home for Life policy.

Achievements and Performance

The year to March 2023 has been a challenging one for the Trust, both due to wider economic conditions, and one-off events, which have impacted the operational and financial performance of the organisation. Despite this, we have provided high quality care to up to 1000 residents at any one time, and increased the number of residents we are able to care for through the addition of new homes.

Encouragingly, since March 2023 occupancy levels for mature homes had returned to pre-pandemic levels by June 2023 and new homes are starting to fill more quickly. The continuing focus on reducing agency staff usage together with other cost reduction measures and improved procurement practices are also favourably impacting trading performance and cash generation. Construction delays and flood damage at Mount Ephraim House have been resolved and the new home has now welcomed its first residents.

Occupancy levels:

Occupancy continued to recover slowly following the Covid-19 pandemic, with homes experiencing restrictions on admissions, particularly during the first half of the year. The Trust occupancy target for the year required a return to pre-pandemic occupancy levels, being an average 92% across the organisation for mature homes. Actual occupancy for these homes was 88% across the year. Fill rates at our growing homes have also been slower than expected where both recruitment of staff and resident demand levels have been challenging. Total occupancy across the organisation for the year was 81%,

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GREENSLEEVES HOMES TRUST

REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

Staff retention:

The Trust has continued to invest in our Quality First Initiative, which provides financial incentive for staff to take on additional shifts beyond their contracted hours. This aims to improve consistency of staffing for residents, whilst reducing reliance and spend on agency staff. Some of our homes have benefited from the scheme, using little or no agency during the year. However, for other homes, local recruitment market conditions have proved challenging, and have led to heavy reliance on agency staff, with spend across the organisation as a whole more than doubling during the year. There has been a detailed review of this expenditure and further procedures implemented to ensure that agency staff are only used when all other options have been exhausted, and that the agency that is required is procured at the best price.

CQC ratings:

At the time of writing, 20 of our homes have a CQC rating of Good, 2 are rated Outstanding. 4 of our homes are currently rated Requires Improvement, and 2 (including one opened post year end) have yet to be inspected.

Reputation:

We measure our reputational performance by reference to ratings on external websites such as carehome.co.uk and through the receipt of industry rewards. At the time of writing, the Trust had a group score of 9.5 out of 10 on carehome.co.uk, with 20 of our homes individually achieving this rating or higher.

During the year, Greensleeves Care achieved a ‘Top 20 Large Care Home Group’ Award from carehome.co.uk, the sixth year running that the Trust is in receipt of the award. Two of our homes, Broadlands and Harleston House, were also named among the Top 20 Care Homes in the East of England.

The Meadowcroft:

In June 2021, contracts were exchanged for the Trust to acquire the operations of Ronald Gibson House, in Tooting, South London, on completion of The Meadowcroft, an adjacent new build nursing home registered for 64 residents. The home was originally expected to open in October 2022, with residents and staff from Ronald Gibson House relocating to The Meadowcroft shortly after. However, due to construction delays, the building was not complete until January 2023. The transfer of residents and staff took place in February 2023, and the home is now settling into the Greensleeves culture.

Mount Ephraim House:

The renovation of Mount Ephraim House, saw further setbacks during the year. Works were expected to complete in Summer 2022, with a planned October reopening date. However, weeks before the expected move, a parts failure resulted in the flooding of the basement, and the write-off of all heating and electrical plant and equipment. This event, and subsequent delays to works outside of the control of Greensleeves, caused a 9 month set-back of the planned opening date. The home has successfully opened since year end, and is now welcoming residents.

Property sales:

The Trust had two properties for sale at the year end.

Staff wellbeing:

The Trust is focused on ensuring it remains an attractive and supportive employer and continues to be a Real Living Wage employer. During the year, colleague engagement questionnaires have been used to monitor staff wellbeing amongst other areas. Highlights from the results include an overall workplace happiness score of 80%,

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

against the industry standard of 70%, as well as 94% of colleagues agreeing with the sentiment ‘I do something worthwhile’ and 92% agreeing with ‘I feel proud to work for my organisation.’

All staff also now have access to Thrive, a mental health and wellbeing app, offering free, confidential support to those who need it.

These initiatives have helped to contribute to the Trust achieving a gold rating in WorkL’s ‘Employee’s Voice’ Best Workplace Awards 2022.

Funded residents:

The Trust aims to offer 25% of beds to residents funded through the Local Authority or NHS, in support of our charitable aims. In the year to March 2023, 21% of our residents were funded in this way. As an organisation, we are seeing an increase in the number of private residents reaching financial depletion, and so have needed to admit funded residents cautiously to ensure our goal of sustainable development is met.

Impact and Stakeholder Engagement

Feedback from our residents and relatives provides some of the best measures of performance against our aim of providing high quality care and to help us to shape the work that we do to further our charitable purpose. We receive reviews directly, and via platforms such as carehome.co.uk.

Some comment highlights from this year include:

Our homes are fortunate to benefit from support from volunteers who give their time freely to assist with activities and fundraising events, or simply offer friendly conversation and companionship to residents. The Trustees are extremely grateful to all those volunteers who support us in delivering a valued and important service and making such a positive contribution to the lives of our residents.

Financial Review

These financial statements for the year ended 31 March 2023 comply with Financial Reporting Standard 102 (FRS 102) ‘the Financial Reporting Standard in the UK and Republic of Ireland’ and the Charities Statement of Recommended Practice (Charities SORP (FRS102)).

The main source of income during the year to March 2023 was resident care fees, relating to our core activity of providing residential, dementia, and nursing care.

During the year, the Trust generated a net deficit of £15.9m, resulting from a number of factors, both broader economic factors, and specific one-off incidents.

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

The Trust has not been immune to the prevailing wider economic conditions. In addition to the increase in agency usage, inflation has increased significantly in excess of expectations, and despite benefitting from contracts to mitigate price rises, particularly in energy costs, where full use of government price caps was made, the Trust has still suffered large unbudgeted cost increases.

Non-routine Items:

Several events, totalling £12,278k, have contributed to this loss:

Development drag:

In addition, the slower than expected resident build up in our new homes, has increased the level of development drag that the Trust has experienced in the year. The Trust defines development drag as the reduction in surpluses

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

resulting from a home being in the growth phase. Due to initially low resident numbers, and the need to upstaff prior to admissions, new homes represent an initial drag on resources, typically taking two years to reach full operating capacity. The slower the increase in resident numbers, the more expensive this drag phase becomes. Comparing a home’s expected surplus from mature operation with actual results identifies the financial impact on the organisation.

During the year, the Trust had the following homes in the growth phase:

Home
Buckler’s Lodge
Clarendon Lodge
The Meadowcroft
Mount Ephraim House
Total Development Drag		 Development
drag £’000
2,232
669
906
1,056
4,863

This development drag represents the total additional surplus that the Trust’s current estate can be expected to generate once fully operational.

The underlying performance of the estate, being the net loss per the accounts adjusted for non-routine items and development drag, can be calculated as below, and gives a clearer picture of the underlying performance of the Trust.

Net (loss) per accounts
Add back asset revaluation
Net (loss) before asset revaluation
Non-routine items detailed above
Development Drag
Underlying surplus
Depreciation
Loan interest
EBITDA		 £’000
(15,933)
7,418
(8,515)
4,860
4,863
1,208
3,410
3,381
7,999

The balance sheet as at March 2023 shows net current assets of £842k (2022: £12.7m). The year end cash balance was £2,281k, having been eroded during the year due to the factors listed above.

Post Balance Sheet Events

Since the year end, the Trust has sold one of its properties, St Cross Grange, following the transfer of operations to a new home run by another not-for-profit operator. The sale of the property generated proceeds of £3.9m.

Reserves

The Reserves Policy is considered annually, and the Board of Trustees reviews the Trust’s reserve levels throughout the year in the light of its planned activities, budget and cashflow forecasts. The Board believe it necessary to hold reserves adequate to ensure that future standards of service and accommodation offered to residents can be maintained and improved, as well as to fulfil any committed acquisition and development activity.

As such, the Trust should have sufficient reserves available to fund revenue costs in the event of any unexpected problems. As the Trust’s operational sites are widespread, it is expected that such problems would be isolated to a particular site. Therefore, the reserves provision for revenue costs has been set at 10% of the Trust’s ordinary costs for a period of three months. In addition to this requirement, and with reference to our active development programme, there should be further reserves available that are equivalent to actual capital commitments less any associated finance arrangements that are already in place.

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GREENSLEEVES HOMES TRUST

REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

At the balance sheet date, the Trust’s free unrestricted reserves before long term liabilities were £211k which represents a deficit of £2,003k below the £2,214k required to fulfil the above requirement. This position was temporary and unrestricted reserves returned to compliant levels by the end of September 2023 following the completion of a delayed asset sale.

On transition to FRS 102, the decision was taken to adopt a deemed cost value at the date of transition for the freehold homes using their value as at 1 April 2014 thus creating a revaluation reserve equivalent to the increased value only of those homes that had risen in value. In the year to 31 March 2023, a change of accounting policy was applied, such that freehold assets are now held under the fair value model. The Trustees are of the opinion that this model better reflects the true value of these assets. A revaluation exercise was carried out in November 2022, resulting in a net increase in freehold asset value of £16.4m. A £23.8m increase was applied to the revaluation reserve, with £7.4m being charged to the SOFA in relation to assets reduced in valuation in excess of any related balance held within the revaluation reserve. A reserves transfer was applied to account for the increased depreciation arising from the revaluation exercise. The balance of the revaluation reserve at 31 March 2023 was £32.7m (2022: £9.2m).

The Trust’s Senior Management Team actively monitor reserves on behalf of the Board of Trustees and they are responsible for providing quarterly updates and highlighting any potential problems that are envisaged.

Restricted funds of £632k (2022: £626k) represent resident deposits, which are refundable on leaving our homes. The Trust no longer requires deposits on admission, and as such this balance is reducing over time.

Principal Risks and Uncertainties

The Trust maintains an active digital risk register, covering operational and financial risks to the Trust. This is monitored regularly by the Senior Management Team and reviewed by the Finance & Audit, Property and Care Quality Improvement Committees together with the Board of Trustees. The Trust conducts both internal reviews and external reviews, covering areas such as care, health and safety, HR and finance, in order to reduce risk across the organisation.

The following are considered the key risks and uncertainties currently facing the Trust:

Going Concern

The delayed recovery in occupancy levels following the Covid-19 pandemic, coupled with challenges in the workforce market, have had a significant financial impact on the Trust during the year to March 2023. Occupancy levels have recovered more slowly than forecast, particularly in our new and filling homes, where both recruitment of staff and resident demand levels have been challenging. Across the organisation, despite strong recruitment efforts, the need to rely on agency staff to maintain safe services has resulted in significant temporary increases

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REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

in our staffing costs. The wider economic conditions have also caused price increases across the organisation in excess of budget, particularly in our energy bills, despite having contracts in place to partially mitigate the impacts of this.

At the year end, the Trust had two properties for sale. Completions of the sales have been met with numerous delays, causing the expected cash inflows that will arise from these transactions to be postponed. Several development projects have also completed later than planned due to factors outside of the Trust’s control, resulting in delays in the realisation of associated economic benefits of these projects.

As a result of these factors, cash had fallen below the target preferred minimum level set by Trustees of £5m during the year. However, in September 2023, the sale of one of the properties completed, generating net proceeds of £3.9m. This sale has brought cash levels back in line with the target set by Trustees. The Trust is exploring other options to further improve cashflow, including a potential sale and leaseback arrangement and a secured bank debt facility.

Mature homes are now at pre-pandemic occupancy levels, and forecasts assume a steady increase in occupancy levels at our growing homes. Overall phased occupancy level for the Trust had reached 89.4% by the end of August 2023. The continuing focus on reducing agency staff usage together with other cost reduction measures and improved procurement practices are also favourably impacting trading performance and cash generation.

Forecast sensitivities indicate that in the event that the second property sale is not achieved, and that no additional financing arrangements are introduced, then the Trust would remain a going concern throughout the coming 12 months and beyond.

As such, the Trustees believe that Greensleeves Homes Trust does not have any material uncertainties in respect of going concern, and the financials have been prepared using the going concern basis.

Plans for Future Periods

In furtherance of our charitable objectives and strategic goals, the Trust has the following key plans for the coming year:

Staff recruitment, retention and development: To extend and enhance the Quality First Initiative, which encourages Greensleeves staff to take on additional shifts, thereby reducing agency usage and improving care continuity, and to continue to monitor this for effectiveness during the year. We plan to use targeted local recruitment advertising to support key homes and increase our use of sponsorship licences to widen the recruitment pools we are able to access. These measures, along with our staff retention initiatives, will enable us reduce the number of agency hours required. This, coupled with agreeing fair rates with suppliers, will support a significant reduction in agency spending.

Occupancy: To improve occupancy at all homes operating below pre-pandemic levels, as well as at new homes. This will be achieved by marketing campaigns, raising awareness both online and through local press, and review of our resident journey, to ensure that this as seamless as possible. We will also continue to promote our Home for Life policy, enabling prospective residents to consider this as part of their decision-making process.

Quality Care: To implement Namaste practices across our homes, particularly for residents living with dementia, or on end of life care. To ensure all staff receive high quality training and development opportunities, enabling them to provide the best standards of care. We also plan to continue to develop internal audit techniques, to identify and rectify weaknesses at the earliest opportunity.

Digital Transformation Programme: To continue implement and explore digital tools and software available, to support high quality care, and ensure the efficiency of the organisation.

Growth and consolidation: To conduct a detailed review of our homes to ensure that all are operating efficiently and contributing positively to the organisation. To consider funding options available in the short and medium term, to maintain comfortable levels of working capital, and fund the future development pipeline.

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

Strategic Report – Companies Act 2006 s172(1)

The Trustees, both individually and collectively, consider that they have acted in ways that they believe in good faith to be most likely to promote the success of Greensleeves Homes Trust. Decisions made during the year ended 31 March 2023 have been taken for the benefit of both residents and staff. We actively encourage feedback from residents and their relatives through annual satisfaction surveys and regular meetings.

Caring for our residents is fundamental to the success of the Trust and we endeavour to provide exemplary and innovative care to all residents across all of the Trust’s homes at all times. We also strive for our homes to actively be part of the community through engagement with other local organisations.

We recognise that staff both at the individual homes and at Head Office are the Trust’s most important asset and aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of staff and of residents are of the highest importance and ensuring these is one of the primary considerations when making decisions and in operating the Trust.

Streamlined Energy and Carbon Reporting

The Streamlined Energy and Carbon Reporting disclosure presents our carbon footprint within the United Kingdom across Scope 1, Scope 2 and Scope 3, an appropriate intensity metric, the total energy use of electricity, gas and transport fuel and an energy efficiency improvements summary.

Scope 1 consumption and emissions include direct combustion of natural gas, and fuels utilised for transportation operations, for example, company vehicle fleets. Scope 2 consumption and emissions refer to indirect emissions related to the consumption of purchased electricity in day to day business operations. Scope 3 consumption and emissions cover emissions resulting from sources not directly owned by us. This relates to grey fleet (business travel undertaken in employee owned vehicles) only.

Year ended Year ended 31 March 2023 Year ended 31 March 2022 31 March 2022
Consumption Emissions Intensity Consumption Emissions Intensity
kWh tCO2e **Metric *** kWh tCO2e Metric *
Gas and other fuels (Scope 1) 11,710,634 2,137.82 1.71 11,890,247 2,179.39 1.83
Electricity (Scope 2) 4,502,579 870.71 0.70 3,943,726 837.37 0.70
Transport (Scope 1 & 3) 487,377 113.29 0.09 449,645 104.62 0.09
Overall 16,700,590 3,121.82 2.50 16,283,618 3,121.38 2.62

Greensleeves Homes Trust is committed to year-on-year improvements in operational energy efficiency, and is pleased to note the reduction in the Intensity Metric shown above. In continuation of this work, a register of energy efficiency measures has been compiled with a view to implementation in the next five years. A Sustainability Working Group regularly reviews current policies and procedures to ensure energy efficiency and sustainability are prioritised in decision-making.

Ongoing measures including those undertaken in this year:

Measures being considered for the future include:

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GREENSLEEVES HOMES TRUST REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

Structure Governance and Management

Greensleeves Homes Trust is a company limited by guarantee and a registered charity. Its governing document is its Memorandum and Articles of Association.

The Board of Trustees currently compromises 9 members, who are the legal directors of the company, and responsible for the overall direction and strategy of the Trust, and for oversight of its financial affairs.

Trustees are recruited with the help of an external agency specialising in non-executive recruitment. The goal is to attract suitable individuals who will enhance the existing Board's skill set and address any skills gaps. Potential candidates are interviewed by the Nominations Committee or a panel of board members, and suitable candidates are recommended to the Board for appointment.

New Trustees receive important documents such as the Memorandum and Articles of Association, the current annual budget and business plans, and information on regulatory requirements in the care and charity sectors. They also meet with the Chief Executive to discuss strategy, objectives, and identify any additional training needs. The Chief Executive and board papers keep Trustees informed about Trust developments and relevant legislation. The current Trustees have diverse backgrounds and contribute valuable expertise and advice, in addition to external advisers' support.

The Board of Trustees meet regularly throughout the year, at quarterly Board meetings, and in smaller groups at sub-committee meetings. The Trustees currently have the following sub-committees, which report directly to the Board:

Trustees delegate the day-to-day running of the Charity to the Chief Executive, who is supported by the Senior Management Team. Together, these individuals are responsible for developing and enhancing services within the Trust's objectives, recruiting appropriately qualified staff who align with the Trust's values, and maximizing the use of Trust assets. They also provide strategic and operational leadership to meet regulatory requirements, maintain service standards within budget, and identify new income streams and development opportunities.

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GREENSLEEVES HOMES TRUST

REPORT OF THE BOARD OF TRUSTEES (INCORPORATING THE REPORT OF THE DIRECTORS AND THE STRATEGIC REPORT) FOR THE YEAR ENDING 31 MARCH 2023

The Trust has a Remuneration Policy which is regularly reviewed and helps ensure that we appropriately reward and motivate staff. The Trust is committed to ensuring we pay our staff fairly whilst responsibly managing our financial resources. The Board of Trustees make the final decision on any staff-wide pay increases as part of the annual budget-setting process.

The pay of the Senior Management Team is independently reviewed and benchmarked against other similar care providers annually. The Remuneration Committee determine the final level of increase, giving specific consideration to Executive pay, namely the Chief Executive, the Chief Financial Officer, the Director of Quality and Compliance, the Director of Business Development and Divisional Director posts. In setting the salary for these roles the Trust will take into consideration market data and the future growth plans for Greensleeves Homes Trust.

Disabled Persons

We are committed to encouraging diversity amongst our workforce and seek to make reasonable adjustments to ensure our premises and working conditions meet the needs of staff members and job applicants that are disabled. All staff are afforded the same opportunities.

Employee involvement

The Trust has established work practices in place that enable effective communication and engagement with staff, for example the quarterly staff newsletter and the staff engagement survey. Staff meetings are held at all homes on a regular basis which give employees the opportunity to discuss any issues and make suggestions on how their home operates.

Fundraising

Part of the Trust’s income is from donations and fundraising. Donations are generally unsolicited and are received from the families of residents after they have left the home. Fundraising income is generated by events held at homes, for example, raffles, summer fayres or Christmas parties. Any monies raised are used for resident benefit, either for general amenity purposes or for larger purchases. Events are organised in house by our own staff, sometimes with the assistance of local volunteers. We have strict controls around fundraising and ensure that any cash is handled by two or more people. Participation in any fundraising is voluntary and we do not unduly pressure people into giving money or other donations. No third parties are engaged to assist with fundraising efforts.

The Report of the Board of Trustees and the Strategic Report are formally approved by the Trustees. They also approve the Strategic Report in their capacity as company directors.

By Order of the Trustees

Ms D Pounds – Chair, Greensleeves Homes Trust

26/9/2023 Date: ………………………….

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GREENSLEEVES HOMES TRUST STATEMENT OF TRUSTEES’ RESPONSIBILITIES YEAR ENDED 31 MARCH 2023

The trustees (who are also directors of Greensleeves Homes Trust for the purposes of company law) are responsible for preparing the Trustees’ Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the trustees to prepare financial statements for each financial year. Under that law the trustees have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under company law the trustees 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 charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements, the trustees are required to:

The trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the charitable 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 charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The trustees confirm that:

The trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Qualifying third party indemnity provisions

The company has granted an indemnity to all of its trustees (who are also the directors of the charitable company for the purposes of company law) against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provisions remains in force as at the date of approving the Report of the Board of Trustees.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT) YEAR ENDED 31 MARCH 2023

Unrestricted
Funds
Notes
2023
£
INCOME FROM
Charitable activities
Residents’ care fees
63,449,452
Residents’ sundries
410,540
Covid-19 funding
-
Rental income
426,957
Raising funds
Donations and fundraising
-
Investments
2
6,224
Other
Miscellaneous income
652,135
(Loss) on sale of fixed
assets
7
-
TOTAL
64,945,308
______
EXPENDITURE ON
Charitable activities
Residents’ care costs
3
69,503,844
Head Office costs
3
3,545,659
Rental costs
3
259,296
Raising funds
Cost of raising finance
3
158,055
Other
Loss on revaluation of
assets
3
7,417,596
TOTAL
3
80,884,450
______
NET (LOSS) / INCOME
(15,939,142)
Transfer between funds
11
-
Gain on revaluation of
assets
11
23,804,996
NET MOVEMENT IN FUNDS
7,865,854
FUNDS AT 1 APRIL 2022
11
31,319,914
FUNDS AT 31 MARCH
2023
11
39,185,768		 Restricted
Unrestricted
Funds
Total
Funds
2023
2023
2022
£
£
£
-
63,449,452
51,045,644
-
410,540
382,131
162,728
162,728
-
-
426,957
426,116
46,917
46,917
-
-
6,224
272
-
652,135
119,673
-
-
(42,389)
209,645
65,154,953
51,931,447
______
______
______
203,345
69,707,189
53,571,795
-
3,545,659
2,996,613
-
259,296
212,631
-
158,055
181,037
-
7,417,596
-
203,345
81,087,795
56,962,076
______
______
______
6,300
(15,932,842)
(5,030,629)
-
-
-
-
23,804,996
-
6,300
7,872,154
(5,030,629)
625,818
31,945,732
36,350,543
632,118
39,817,886
31,319,914		 Restricted
Funds
Total
2022
2022
£
£
-
51,045,644
-
382,131
1,681,179
1,681,179
-
426,116
49,628
49,628
-
272
-
119,673
-
(42,389)
1,730,807
53,662,254
______
______
1,791,009
55,362,804
-
2,996,613
-
212,631
-
181,037
-
-
1,791,009
58,753,085
______
______
(60,202)
(5,090,831)
-
-
-
-
(60,202)
(5,090,831)
686,020
37,036,563
625,818
31,945,732

All of the above results are derived from continuing activities.

The parent company has elected not to present its unconsolidated SOFA under section 408 of the Companies Act 2006.

The notes on pages 21 to 33 form part of these financial statements.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST CONSOLIDATED AND CHARITY BALANCE SHEETS 31 MARCH 2023

FIXED ASSETS
Tangible assets
Investment in Subsidiaries
CURRENT ASSETS
Debtors
Bank and cash balances
CURRENT LIABILITIES
Amounts falling due within one
year
NET CURRENT ASSETS
TOTAL ASSETS LESS
CURRENT LIABILITIES
CREDITORS
Amounts falling due after more
than one year
NET ASSETS
UNRESTRICTED FUNDS
General funds
Revaluation reserve
RESTRICTED FUNDS
TOTAL FUNDS		 Group
Charity
Notes
2023
2022
2023
2022
£
£
£
£
7
113,765,339
93,923,476
113,765,339
93,923,476
5
-
-
4
104
113,765,339
93,923,476
113,765,343
93,923,580
8
3,714,990
2,666,991
3,714,986
2,666,887
2,280,907
15,101,955
2,280,855
15,101,903
5,995,897
17,768,945
5,995,841
17,768,789
9
(5,153,097)
(5,026,605)
(5,153,101)
(5,026,609)
842,800
12,742,341
842,740
12,742,181
114,608,139
106,665,817
114,608,083
106,665,761
9
(74,790,253)
(74,720,085)
(74,790,253)
(74,720,085)
39,817,886
31,945,732
39,817,830
31,945,676
12
6,522,744
22,132,959
6,522,688
22,132,903
12
32,663,024
9,186,955
32,663,024
9,186,955
12
39,185,768
31,319,914
39,185,712
31,319,858
12
632,118
625,818
632,118
625,818
12
39,817,886
31,945,732
39,817,830
31,945,676

The Charity’s Net Loss for the year was £15,932,844 (2022: loss of £5,090,831).

26/9/2023

Approved by the Board of Trustees and authorised for issue on …………………… and signed on their behalf by:

…………………………………………… Ms D Pounds – Chair, Greensleeves Homes Trust

The notes on pages 21 to 33 form part of these financial statements.

Company Registered Number 03260168

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST CONSOLIDATED CASH FLOW STATEMENT 31 MARCH 2023

Cash flows from operating activities
Cash flows from investing activities
Interest received
Purchases of tangible assets
Sale of tangible assets
Net cash used in investing activities
Cash flows from financing activities
New loan facilities
Capitalisation of costs
Amortisation of capitalised costs
Net cash provided by financing activities
Change in cash and cash equivalents in
the reporting period
Cash and cash equivalents at beginning of
reporting period
Cash and cash equivalents at end of
reporting period
Reconciliation of net income to net cash
flow from operating activities
Net (loss) for the reporting period
Decrease / (Increase) in debtors
Increase in creditors
Depreciation
Loss on revaluation of fixed assets
Dividends & interest from investments
Loss on fixed asset disposals
Write off of tangible assets
Net cash provided by operating activities
Analysis of cash and cash equivalents
Cash at bank		 Notes
2
7
7
9
9
9
8
9
7
7
2
7
7		 2023
2022
£
£
£
(6,033,185)
6,224
272
6,224
(6,864,255)
(9,585,180)
-
1,207,624
(6,864,255)
(6,858,031)
-
10,000,000
-
303,000
70,168
83,083
70,168
(12,821,048)
____
15,101,955
____
2,280,907
____
(15,932,842)
(1,047,999)
126,492
3,409,780
7,417,596
(6,224)
-
12
(6,033,185)
Cash at
31 March
2023
2,280,907		 £
(1,164,528)
272
(8,377,556)
(8,377,284)
10,386,083
844,271
_
14,257,684
_
15,101,955
____
(5,090,831)
402,640
384,218
2,997,928
-
(272)
42,389
99,400
(1,164,528)
Cash at
31 March
2022
15,101,955

The notes on pages 21 to 33 form part of these financial statements.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

1 ACCOUNTING POLICIES

(a) Basis of accounting

Greensleeves Homes Trust is a Company limited by Guarantee and is incorporated in England and Wales. It is also a Charity that constitutes a public benefit entity as defined by FRS 102.

The financial statements have been prepared under the historical cost convention, with the exception of investments which are included at market value. They are in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standards applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019) – (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic or Ireland (FRS 102) and the Companies Act 2006.

The currency used in the financial statements is Pound Sterling.

(b) Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires the Trustees to make judgements, estimates and assumptions concerning the future. The areas of the financial statements that are subject to these judgements are as follows:

(c) Income recognition

Residents’ care fees, rental income and donations are recognised when the Charity has entitlement to the amounts due and their receipt is probable. It is accounted for on a receivable basis.

Income from investments or bank interest is included when receivable and the amount can be measured reliably by the Charity; this is normally on notification by our investment advisor or by the bank.

Grants are included in the Statement of Financial Activities on a receivable basis. The balance of income received for specific purposes but not expended during the period is shown in the relevant funds on the Balance Sheet. Where income is received in advance of entitlement of receipt, its recognition is deferred and included in creditors as deferred income. Where entitlement occurs before income is received, the income is accrued. Grant income is included gross within the Statement of Financial Activities and not netted against the associated expenditure.

(d) Expenditure recognition

Expenditure is recognised once there is a legal or constructive obligation to make a payment where it can be reliably measured and it is probable settlement will be required.

Expenditure is allocated to the particular activity where it directly relates to that activity. Any that is not directly attributable to one activity is allocated as appropriate.

Expenditure on raising funds comprise the fees paid to the manager of our investment portfolio and the amortisation of initial costs incurred in respect of the loans from Retail Charity Bonds Plc.

Rental costs are in respect of a small number of rental properties owned by the Trust.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

1 ACCOUNTING POLICIES - continued

(e) Fixed assets

Freehold Property

Freehold properties are held under the revaluation model. This represents a change of accounting policy in the current year, please refer to note 7 for further information. Properties are periodically revalued to market value by experienced independent valuers, and revaluations are based on recognised techniques and supported by relevant market and performance data. Revaluations are conducted with sufficient frequency to ensure that the carrying value of the assets does not differ materially from fair value.

The effects of revaluations are recorded in the revaluation reserve on the balance sheet. Revaluation gains are recognised as ‘Gains/(losses) on the revaluation of fixed assets’ within the SoFA, unless they reverse a charge for impairment that has previously been recognised as a cost within the expenditure headings of the SoFA. Revaluation losses are recognised as an expense in the SoFA except to the extent to which they offset any previous revaluation gains, in which case the loss is shown in the ‘Gains/(losses) on the revaluation of fixed assets’ section of the SoFA.

Subsequent to revaluation, further additions to freehold property are capitalised at cost, and properties are depreciated as follows.

Each freehold property value is split into a land element and building element, with the building element further analysed between Core (being the core fabrication of the building, such as foundations, walls, rooves, drainage) and Renewables (being items with shorter useful lives, such as windows, roof coverings, bathrooms, mechanical and electrical services).

Depreciation is charged on assets that are available for use. Depreciation is on a straight line basis as follows:

Land - Not depreciated - Freehold property (Core) over the lower of 50 years or the estimated remaining useful life of the home - Freehold property (Renewables) over the lower of 20 years or the estimated remaining useful life of the home

Other Assets

Fixed assets other than Freehold Property are stated at cost less accumulated depreciation. Cost includes the original purchase price and any associated costs directly attributable to bringing the asset to its working condition for its intended use.

Depreciation is charged on assets that are available for use. Depreciation is charged on a straight line basis as follows:

Where a development at one of our homes is being funded by way of bank finance, any loan interest and associated charges that are attributable to the period during which the works are being undertaken are capitalised as part of the project’s cost.

A review for indicators of impairment of a fixed asset is carried out at each reporting date to determine if events or changes in circumstances indicate that the carrying value of any fixed asset may not be recoverable. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with the carrying amount. If the estimated recoverable amount is lower, the carrying value of fixed assets and their recoverable amounts are recognised as impairments. Impairment losses are recognised in the statement of financial activities.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

1 ACCOUNTING POLICIES - continued

(f) Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

The Charity does not acquire put options, derivatives or other complex financial instruments.

(g) Going concern

The delayed recovery in occupancy levels following the Covid-19 pandemic, coupled with challenges in the workforce market, have had a significant financial impact on the Trust during the year to March 2023. Occupancy levels have recovered more slowly than forecast, particularly in our new and filling homes, where both recruitment of staff and resident demand levels have been challenging. Across the organisation, despite strong recruitment efforts, the need to rely on agency staff to maintain safe services has resulted in significant temporary increases in our staffing costs. The wider economic conditions have also caused price increases across the organisation in excess of budget, particularly in our energy bills, despite having contracts in place to partially mitigate the impacts of this.

At the year end, the Trust had two properties for sale. Completions of the sales have been met with numerous delays, causing the expected cash inflows that will arise from these transactions to be postponed. Several development projects have also completed later than planned due to factors outside of the Trust’s control, resulting in delays in the realisation of associated economic benefits of these projects.

As a result of these factors, cash had fallen below the target preferred minimum level set by Trustees of £5m during the year. However, in September 2023, the sale of one of the properties completed, generating net proceeds of £3.9m. This sale has brought cash levels back in line with the target set by Trustees. The Trust is exploring other options to further improve cashflow, including a potential sale and leaseback arrangement and a secured bank debt facility.

Mature homes are now at pre-pandemic occupancy levels, and forecasts assume a steady increase in occupancy levels at our growing homes. Overall phased occupancy level for the Trust had reached 89.4% by the end of August 2023. The continuing focus on reducing agency staff usage together with other cost reduction measures and improved procurement practices are also favourably impacting trading performance and cash generation.

Forecast sensitivities indicate that in the event that the second property sale is not achieved, and that no additional financing arrangements are introduced, then the Trust would remain a going concern throughout the coming 12 months and beyond.

As such, the Trustees believe that Greensleeves Homes Trust does not have any material uncertainties in respect of going concern, and the financials have been prepared using the going concern basis.

(h) Pension

The Trust operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Trust in an independently administered Scheme. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet.

(i) Basis of consolidation

The Group financial statements consolidate the financial statements of the Charity and its subsidiary undertakings to 31 March each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

2 INVESTMENT INCOME

Bank interest
3
EXPENDITURE
(a)
Analysis of expenditure
Unrestricted funds
Charitable activities
Residents’ care costs
Head Office costs
Rental costs
Raising funds
Cost of raising finance
Other
Loss on revaluation of
assets
Restricted funds
Charitable activities
Residents’ care costs
Head Office costs
Total expenditure		 Other
Staff
Other care
Support
Governance
costs
costs
costs
costs
(note 4)
(note 3b)
(note 3c)
(note 3d)
£
£
£
£
45,675,931
23,827,913
-
-
1,195,303
-
2,096,788
253,568
17,662
-
241,634
-
-
-
158,055
-
-
7,417,596
-
-
46,888,896
31,245,509
2,496,477
253,568
118,791
84,554
-
-
-
-
-
-
118,791
84,554
-
-
47,007,687
31,330,063
2,496,477
253,568		 2023
£
6,224
6,224
Total
2023
£
69,503,844
3,545,659
259,296
158,055
7,417,596
80,884,450
203,345
-
203,345
81,087,795		 2022
£
272
272
Total
2022
£
53,571,795
2,996,613
212,631
181,037
-
56,962,076
1,770,521
20,488
1,791,009
58,753,085

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

3 EXPENDITURE - continued

(b) Analysis of other care costs

Charitable activities
Food
Medical costs
Activities
Care Quality Commission fees
Maintenance
Cleaning and housekeeping
Insurance
Utilities cost
Administration costs
Loan interest and charges
Leasehold rents
Depreciation
Write off of fixed assets
Loss on revaluation of fixed assets
Analysis of head office support costs
Professional fees in respect of development plans
HR, health & safety, energy consultancy plus other professional fees
Trust-wide computer services
Head office running costs
Depreciation
Analysis of governance costs
Legal and professional fees
Audit fees for current year
Audit fees in respect of previous year
Auditor’s charges re Corporation Tax Returns
Auditor’s charges re Service Charge Accounts
Internal auditor fees
Trustees’ expenses
Trustee recruitment		 2023
£
2,578,145
389,728
654,882
187,111
4,564,646
1,230,715
454,661
2,631,691
791,754
3,380,764
3,640,263
3,408,107
-
7,417,596
31,330,063
2023
£
780
282,351
820,819
991,153
1,685
2,096,788
2023
£
140,685
55,650
9,400
5,080
4,880
29,788
841
7,244
253,568		 2022
£
1,869,891
650,863
561,893
128,947
2,969,353
940,277
364,130
2,011,679
658,352
3,169,193
2,822,630
2,996,243
99,400
-		 2022
£
1,869,891
650,863
561,893
128,947
2,969,353
940,277
364,130
2,011,679
658,352
3,169,193
2,822,630
2,996,243
99,400
-
19,242,851
2022
£
8,320
314,870
494,561
1,007,511
1,685
1,826,947
2022
£
5,892
56,400
-
3,720
4,380
26,040
1,165
6,371
103,968

(c) Analysis of head office support costs

(d) Analysis of governance costs

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

4 WAGES AND SALARIES

Summary of wages and salaries allocation in respect of:
Residents’ care costs
Head Office costs
Rental costs
Analysis of wages and salaries:
Salaries
National insurance costs
Pension costs
Apprenticeship Levy
Agency staff
Training
Recruitment
Other staff costs		 2023
£
45,794,722
1,195,303
17,662
47,007,687
32,360,252
2,705,626
1,096,740
145,310
9,225,778
431,028
384,627
658,326
47,007,687		 2022
£
36,119,953
1,065,698
15,966
37,201,617
28,571,007
2,237,383
992,384
122,898
4,160,137
377,683
298,507
441,618
37,201,617

Central staff costs are allocated solely to unrestricted funds with 75% apportioned to residents’ care costs and 25% to head office costs. Each member of central staff will support homes in varying degrees; some fully and some to a much lesser extent. Therefore, this split is considered an appropriate allocation.

As at 31 March 2023, total pension contributions still to be paid over to employees’ policies amounted to £304,966 (2022: £170,028).

The average number of persons employed during the year was:

Residents’ care
Head office – Homes’ support
Head office – Central administration		 2023
2023
FTE
Number
1,163
1,486
34
42
11
14
1,208
1,542		 2022
2022
FTE
Number
1,082
1,367
36
37
12
18
1,130
1,422

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

4 WAGES AND SALARIES - continued

The number of employees whose emoluments amount to over £60,000 in the year was as follows:

£60,001 to £70,000
£70,001 to £80,000
£80,001 to £90,000
£90,001 to £100,000
£100,001 to £110,000
£120,001 to £130,000
£190,001 to £200,000		 2023
2022
Number
Number
11
3
4
4
1
2
5
4
1
-
1
1
1
1
24
15

Pension contributions paid on behalf of the 24 employees above for the year amounted to £133,049 (2022: £55,031 for 15 employees).

Key management personnel consist of the Chief Executive, Chief Financial Officer, Director of Quality and Compliance, Director of Business Development, Director of HR, and three Divisional Directors, whose total employment benefits for the year including employer’s national insurance and pension contributions were £978,110 (2022: £851,703).

5 SUBSIDIARY RESULTS

Greensleeves Developments Limited (company number 02898839 – Registered Office at Greensleeves Homes Trust, 138 Cheapside, London, England, EC2V 6BJ) is a wholly owned dormant subsidiary of the Charity. It has in issue 4 Ordinary Shares with a nominal value of £1 and has not traded throughout the current or prior year. Its net assets at the end of both years amounted to £56 and these are consolidated in the Balance Sheet.

Whitegates Investments Limited (company number 6751602 – Registered Office at Suite A, 7th Floor, City Gate East, Tollhouse Hill, Nottingham, NG1 5FS) was a wholly owned subsidiary of the Charity. It was dissolved on 3[rd] June 2022.

Whitegates Retirement Home Limited (company number 3927420 – Registered Office at Suite A, 7th Floor, City Gate East, Tollhouse Hill, Nottingham, NG1 5FS) is a wholly owned subsidiary of Whitegates Investments Limited. It formed part of the acquisition of the Whitegates home, and was dissolved on 3[rd] June 2022.

Both of the Whitegates companies were acquired as part of the acquisition of Whitegates care home in Westfield, East Sussex which was added to the Trust’s portfolio of homes in July 2018.

For the year ended 31 March 2023, all companies were entitled to exemption from audit under section s479A of Companies Act 2006.

The Charity’s investment in subsidiaries is summarised as follows:

Investment in
subsidiaries
£
As at 1 April 2022 104
Disposals during the year (100)
As at 31 March 2023 4

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

6 TRUSTEE AND RELATED PARTY TRANSACTIONS

The Trustees received no remuneration for their services during the current or prior year. 5 trustees were reimbursed a total of £841 for travel expenses incurred during the year (2022: 7 trustees, total £1,165).

7 TANGIBLE ASSETS – All Charity

Cost
At 1 April 2022
Disposals during the year
Additions during the year
Revaluation
Disposals
At 31 March 2023
Depreciation
At 1 April 2022
Disposals during the year
Charge for the year
Revaluation
Disposals
At 31 March 2023
Net book value at
31 March 2023
Net book value at
31 March 2022		 Long term
Freehold
leasehold
property
property
£
£
97,416,886
3,246,416
-
-
3,303,270
1,816,173
7,223,747
-
-
-
107,943,903
5,062,589
9,171,848
338,106
-
-
1,930,960
125,385
(9,163,653)
-
-
-
1,939,155
463,491
106,004,748
4,599,098
88,245,038
2,908,310		 Computer
equipment
£
1,832,420
-
722,684
-
-
2,555,104
1,317,598
-
386,740
-
-
1,704,338
850,766
514,822		 Furniture
and
equipment
£
6,348,627
-
1,022,128
-
(305,590)
7,065,165
4,124,096
-
948,546
-
(305,578)
4,767,064
2,298,101
2,224,531		 Motor
vehicles
£
219,406
(12,490)
-
-
-
206,916
188,631
(12,490)
18,149
-
-
194,290
12,626
30,775		 Total
£
109,063,755
(12,490)
6,864,255
7,223,747
(305,590)
122,833,677
15,140,279
(12,490)
3,409,780
(9,163,653)
(305,578)
9,068,338
113,765,339
93,923,476

Freehold property includes £34.0 million of land (2022: £29.1 million) which is not depreciated.

During the year, the Charity has changed its accounting policy for the measurement and presentation of freehold property from the cost model to the revaluation model. Under the revaluation model, fixed assets are carried at their fair value, which is determined through periodic revaluations. This change in accounting policy has not been applied retrospectively, and comparative figures remain stated as detailed for other assets below.

The decision to adopt the revaluation model for freehold property is based on the assessment that fair value provides a more relevant and reliable measurement of the Charity's freehold property, reflecting their market value and the economic benefits they provide. The revaluations are conducted periodically by experienced independent valuers, and fair value measurements are based on recognised valuation techniques and supported by relevant market and performance data.

The Charity believes that the adoption of the revaluation model provides a more relevant presentation of its freehold property, reflecting their current market values and enhancing the users' understanding of the financial position of the Charity.

Future capital expenditure contracted for at 31 March 2023 but not provided for in these accounts amounted to £399k (2022: £1.5million).

None of the above assets are used as security for the Trust’s borrowings.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

8 DEBTORS – Group and Charity

Amounts due within one year:
Residential care home debtors
Other debtors
Prepayments and accrued income		 Group
2023
£
2,041,833
163,045
1,510,112
3,715,990		 Group
Charity
Charity
2022
2023
2022
£
£
£
1,380,005
2,041,833
1,380,005
164,047
163,041
163,943
1,122,939
1,510,112
1,122,939
2,666,991
3,714,986
2,666,887

9 CREDITORS – Group and Charity

Amounts due within one year:
Trade creditors
Other creditors and accruals
Payments in advance
Residents’ deposits		 Group
2023
£
2,481,878
1,707,107
313,498
650,614
5,153,097		 Group
Charity
Charity
2022
2023
2022
£
£
£
2,713,448
2,481,878
2,713,448
1,136,730
1,707,111
1,136,734
226,802
313,498
226,802
949,625
650,614
949,625
5,026,605
5,153,101
5,026,609

Payments in advance relate to fee invoices raised, or monies received, before the year end which cover periods in the following year. The amount of £226,802 at the end of 2022 was released in full in the year ended 31 March 2023.

The residents’ deposits amount is decreasing as, in February 2020, we elected to no longer collect deposits from new residents. Current deposits will be repaid as residents leave.

Loans from Retail Charity Bonds Plc:
Due 30 March 2026
Due 17 December 2030		 Group
2023
£
49,789,328
25,000,925
74,790,253		 Group
Charity
Charity
2022
2023
2022
£
£
£
49,719,040
49,789,328
49,719,040
25,001,045
25,000,925
25,001,045
74,720,085
74,790,253
74,720,085

Loan from Retail Charity Bonds Plc – Due 30 March 2026

On 30 March 2017, Retail Charity Bonds Plc (RCB Plc) launched the Greensleeves Homes Trust Retail Charity Bond which was issued through their Retail Charity Bonds platform and is listed on the London Stock Exchange under stock code GSHT.

RCB Plc raised £33million from the issue of bond. It was issued for a period of nine years with a maturity date of 30 March 2026 and the option to extend the term by a further two years. It has a fixed rate of interest of 4.25%. All funds raised were loaned to the Trust on the same terms as the bond. Interest is paid six monthly in arrears. There is an annual arrangement fee at an initial rate of 0.1% of the loan which is payable six monthly in advance. This fee is subject to a yearly increase in line with the Retail Price Index.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

9 CREDITORS – Group and Charity

Since the initial issue of £33million, a further £17million of bonds have been issued; £3million during the year ended 31 March 2019 and a further £14million during the year ended 31 March 2020 with the proceeds being loaned to the Trust in the two respective years at the same terms as the original advance. The effective interest rate of the two retained bonds tranches is lower than the 4.25% as both were issued at the price the bond was trading at when they were issued.

In total, costs in respect of all tranches of £599,937 have been capitalised and are being amortised over the term of the loan. £70,289 has been released to the Statement of Financial Activities in the current year (2022: £70,289).

Loan from Retail Charity Bonds Plc – Due 17 December 2030

On 17 December 2020, RCB Plc launched a second Greensleeves Homes Trust Retail Charity Bond. Similarly to the first bond above, this was issued through their Retail Charity Bonds platform and is listed on the London Stock Exchange under stock code GHT2.

This bond is for a total of £25m with £15m being issued initially. The bond was issued with a term of ten years with an expected maturity date of 17 December 2030. There is the option to extend the term for a further two years. It was issued at a fixed rate of interest of 5%. The entire £15m of the initial issue was loaned to the Trust on the same terms as the actual bond. Interest is to be paid six monthly in arrears. There is an annual arrangement fee of 0.1% payable six monthly in advance which is subject to an annual increase in line with the Retail Price Index.

The retained portion of £10m was drawn down in 2022. The effective interest rate of the retained bonds tranche is lower than 5.00% as it was issued at the price the bond was trading at when they were issued.

Set up costs of £421,066 and surplus funds of £400,000 are amortised over the term of the loan. Surplus of £120 was released to the Statement of Financial Activities in the current year (2022: charge of £12,794).

The year-end position of the loans was as follows:

Loan value
As at 1 April 2022
Borrowed during the year
As at 31 March 2023
Capitalised costs
As at 1 April 2022
Net Surplus/(Costs) incurred during the
year
Amortisation of capitalised costs
As at 31 March 2023
Balance shown in the balance sheet		 2023
Due
30 March
2026
£
50,000,000
-
50,000,000
(280,960)
-
70,288
(210,672)
49,789,328		 2023
Due 17
December
2030
£
25,000,000
-
25,000,000
1,045
-
(120)
925
25,000,925		 2023
2022
Total
Total
£
£
75,000,000
65,000,000
-
10,000,000
75,000,000
75,000,000
(279,915)
(665,998)
-
303,000
70,168
83,083
(209,747)
(279,915)
74,790,253
74,720,085

Both loans are unsecured and have two main covenants.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

9 CREDITORS – Group and Charity

At the year end the total amount of loans outstanding was repayable as follows:

Due within one year
Due between two and five years
Due after more than five years		 Group
2023
£
-
49,789,328
25,000,925
74,790,253		 Group
Charity
Charity
2022
2023
2022
£
£
£
-
-
-
49,719,040
49,789,328
49,719,040
25,001,045
25,000,925
25,001,045
74,720,085
74,790,253
74,720,085

10 OPERATING LEASES – All Charity

All operating leases are in respect of property, namely our homes De Lucy House in Diss, Norfolk; Lavender Fields in Seal, near Sevenoaks, Kent; The Orchards in Ely, Cambridgeshire; The Manor in Windsor; Buckler’s Lodge in Crowthorne, Berkshire; The Meadowcroft, in Tooting, London, and our Head Office in London.

Rents paid in the year and recognised as an expense in these financial statements amounted to £3,640,263 (2022: £2,822,630) split De Lucy House £542,027 (2022: £514,504), Lavender Fields £842,494 (2022: £1,217,471); The Orchards £638,485 (2022: £590,318); The Manor £660,045 (2022: £216,863); Buckler’s Lodge £957,212 (2022: £283,474); Head Office £48,699 (2022:nil)

The contract for The Meadowcroft, a 64 bed leasehold home located on the site of the Springfield Hospital in Tooting, London, commenced on 24 January 2023. The lease is for a term of 35 years. The home opened on 2[nd] February 2023.

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

De Lucy House
Lavender Fields
The Orchards
Buckler’s Lodge
The Meadowcroft
The Manor
Head Office
Total as at 31 March 2023
Total as at 31 March 2022		 Due within
one year
£
548,443
961,925
626,279
981,906
154,943
685,431
269,963
4,228,890
3,666,011		 Due within
two to five
years
£
2,191,474
3,839,631
2,503,076
3,920,112
3,171,783
2,740,000
1,076,789
19,442,865
18,866,088		 Due after five
years
Total
£
£
12,262,675
15,002,592
24,221,226
29,022,782
16,456,355
19,585,710
28,126,268
33,028,286
24,950,412
28,277,138
16,597,213
20,022,644
1,304,932
2,651,684
123,919,081
147,590,836
125,012,979
147,545,078

The amounts payable increase annually over the course of the leases in line with the Retail Price Index. The amounts shown above make no assumption for this and are based on the current annual rent or the initial annual rent in respect of the future home.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

11 FUNDS – Group

At 1 April
2022
Income
£
£
Unrestricted
General funds
22,132,959
64,945,308
Revaluation reserve
9,186,955
23,804,996
Total unrestricted
funds
31,319,914
88,750,304
Restricted
Amenity funds
625,818
46,917
Covid-19 funding
-
162,728
Total restricted
funds
625,818
209,645
Total funds
31,945,732
88,959,949		 Expenditure
(80,884,450)
-
(80,884,450)
(40,617)
(162,728)
(203,345)
(81,087,795)		 Transfer
between
At 31 March
Funds
2023
£
£
328,927
6,522,744
(328,927)
32,663,024
-
39,185,768
-
632,118
-
-
-
632,118
-
39,817,886

General funds are unrestricted funds held for the general objects of the Trust’s work.

The revaluation reserve represents the remainder of the increase in freehold homes property values that arose on transition to FRS 102 and the adoption of a deemed cost valuation, plus subsequent revaluations following the change of accounting policy to revaluation model for freehold property in the current year. Expenditure relates to additional depreciation charged as a result of revaluations.

The amenity funds represent monies raised by each home to be spent on specific projects and activities in that home.

The Covid-19 funding represents the receipt and use of specific Covid-19 funding received in the year. It represents monies received from the Infection Control Fund, Rapid Testing Fund and Workforce Capacity Fund.

12 ANALYSIS OF ASSETS BETWEEN FUNDS

Fixed assets
Other current assets
Current liabilities
Long term liabilities
Total net assets		 Restricted
Revaluation
General
funds
reserve
funds
Total
£
£
£
£
-
32,663,024
81,102,315
113,765,339
632,118
-
5,363,779
5,995,897
-
-
(5,153,097)
(5,153,097)
-
-
(74,790,253)
(74,790,253)
632,118
32,663,024
6,522,744
39,817,886

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

GREENSLEEVES HOMES TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 MARCH 2023

13 TAXATION

Greensleeves Homes Trust is a registered charity and is exempt from taxation on its income and gains to the extent they are applied in pursuance of its charitable purposes.

14 CONNECTED ENTITIES

The following entity is connected to the Trust by virtue of common or related objects or by unity of administration:

WRVS Trust – A charitable Trust supporting the activities of Greensleeves Homes Trust and the Women’s Royal Voluntary Service whose responsibility is to distribute legacies on receipt to the appropriate legatee. There were no transactions during the year.

15 POST BALANCE SHEET EVENTS

Since the year end, the Trust has sold one of its properties, St Cross Grange, following the transfer of operations to a new home run by another not-for-profit operator. The sale of the property generated proceeds of £3.9m.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENSLEEVES HOMES TRUST

Opinion

We have audited the financial statements of Greensleeves Homes Trust (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2023, which comprise the Group Charitable Company Statement of Financial Activities, the Group Charitable Company Summary Income and Expenditure Account, the Group and Parent Charitable Company Balance Sheets, the Group Charitable Company Cash Flow Statement 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:

Basis for opinion

We have been appointed as auditor under the Companies Act 2006 and report in accordance with regulations made under that Act. 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 and parent charitable 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

We are responsible for concluding on the appropriateness of the trustees’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and the parent charitable company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or parent charitable company to cease to continue as a going concern. In our evaluation of the trustees’ conclusions, we considered the inherent risks associated with the group’s and parent charitable company’s business model including effects arising from macro-economic uncertainties such as the cost of living crisis and inflation, we assessed and challenged the reasonableness of estimates made by the trustees and the related disclosures and analysed how those risks might affect the group’s and parent charitable company’s financial resources or ability to continue operations over the going concern period.

In auditing the financial statements, we have concluded that the trustees’ 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 charity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the Annual report and Consolidated Financial Statements, other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information contained within the Annual report and Consolidated Financial Statements. Our opinion on

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENSLEEVES HOMES TRUST

the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 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.

Opinion on other matters prescribed by the Companies Act 2006

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

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and parent charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report included in the Report of the Board of Trustees.

Matters on which we are required to report by exception

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

Responsibilities of trustees

As explained more fully in the Trustees' Responsibilities Statement set out on page 13, the trustees (who are also the directors of the charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the group and the parent charitable 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 trustees either intend to liquidate the group or parent charitable 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.

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENSLEEVES HOMES TRUST

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. 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 ISAs (UK).

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

DocuSign Envelope ID: 08C3464F-DEC1-47C0-A7A0-77869F0A2EBD

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENSLEEVES HOMES TRUST

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 auditor’s report.

Use of our report

This report is made solely to the charitable 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 charitable 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 charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

William Devitt BSc FCA DChA

Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants Milton Keynes Date: 27 September 2023