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Contents

Ashley House plc | ANNUAL REPORT AND ACCOUNTS 2015–2016

Review of the year

Highlights 01Chairman’s statement 02 - 03Strategic report 04 - 06Our social impact 07Our offering 08 - 09 Corporate governance

Board of directors 10Report of the directors 11 - 12Statement of directors’ responsibilities 13

Financial statements Independent auditor’s report 14Consolidated statement of comprehensive income 15Consolidated balance sheet 16Consolidated statement of changes in equity 17Consolidated statement of cash flows 18Notes to the financial statements 19 - 38Remuneration Committee report 39 - 40Company balance sheet 41Company statement of changes in equity 42Notes to the Company financial statements 43 - 46Appendix 47 - 48Company information 49

Financial highlightsSignificant revenue growth and return to profit

• Revenues increased by 147% to £20,737,000 (2015: £8,384,000)

• Gross profit of £4,793,000 (2015: gross loss £216,000)

• Adjusted PBT (profit before tax, depreciation, impairment and other operating income) of £1,160,000 (2015: adjusted loss before tax of £4,241,000)

• Profit before tax £241,000 (2015: loss before tax £11,886,000).

Continuing management of overheads and debt

• Administrative expenses reduced by 4% to £3,226,000 (2015: £3,357,000)

• Cash generated from operations of £559,000 (2015: £529,000)

• Net debt reduced to £1,987,000 (2015: £2,027,000).

Ashley House plc | ANNUAL REPORT AND ACCOUNTS 2015–2016 01

Highlights

Significant revenue growth and return to profit

£20.7mRevenue

(2015: £8.4m)

£1.2mAdjusted PBT

(2015: loss £4.2m)

£162.7mExtra Care Pipeline

(2015: £148.5m)

£20.6mHealth Pipeline

(2015: £31.9m)

£0.6mCash generated from operations

(2015: £0.5m)

Operating highlightsExtra Care business is establishing itself

• Completion of first Extra Care scheme in Grimsby

• Signing of Funding and Partnering Agreement with Funding Affordable Homes (“FAH”)

• Two Extra Care developments on site, fully funded by FAH

• Pipeline of 18 schemes, on site (2) or appointed (16) with £162.7m of revenue anticipated to be recognised

• Pipeline temporarily delayed as Government Benefit Policy on elderly and vulnerable people being reassessed.

Activity continues in Health market

• Pipeline of 10 schemes, on site (1) or appointed (9) with £20.6m of revenue anticipated to be recognised

• Three Health developments to go to site this year

• Write down (non-cash) of LIFT investment to a book value of £768,000 (2015: £2,223,000)

• Disposal of LIFT Operations Management service.

02 Ashley House plc | ANNUAL REPORT AND ACCOUNTS 2015–2016

REVIEW OF THE YEAR

Chairman’s statement

Return to profit reflecting the repositioning of the business

I am delighted to report a return to profit for the Company for the twelve months to 30 April 2016, in this our 25th year, reflecting our continuing and focused efforts in repositioning the business in recent years. Whilst it has been a positive period for the Company we continue to be frustrated by change and lack of clarity in Government policy on elderly care as detailed below. Despite this the Extra Care segment is now well established within the business and is contributing positively to the Company’s results. The recent win at the Small Cap Awards where Ashley House plc was named Social Impact Company of the Year, is testament to the progress we have made and the positive social impact our schemes are delivering.

ResultsAdjusted PBT (profit before tax, depreciation, impairment and other operating income) for the year to 30 April 2016 was £1,160,000 (2015: adjusted loss before tax of £4,241,000) whilst revenue was almost two and a half times as much as the prior year at £20,737,000 (2015: £8,384,000). Additionally we continued to further invest in our pipeline as well as reducing net debt slightly to £1,987,000 (2015: £2,027,000) as detailed in the Strategic report.

Funding of the Company’s pipeline through to completion is key for our future success. A corollary of our business growth is a rise in interest payable, and this has resulted in the Board reconsidering its key profit metric. We have therefore moved away from EBITDA (Earnings before interest, taxation, depreciation and impairment) as our primary measure. EBITDA ignores the interest charges which are now significant, and in future we will utilise ‘Adjusted PBT’ as the key metric. This still eliminates the fluctuations from future impairments of the LIFT asset (which has now been written down to £768,000) from the measure which is now, other than taxation, the only major adjustment.

Extra CareThe completion of our first Extra Care scheme in Grimsby together with last September’s signing of the Funding and Partnering Agreement with Funding Affordable Homes (“FAH”) and its property advisor SHA Housing Limited, were landmark events for the Company. FAH is a social impact company which acquires affordable housing to deliver financial and social returns for both communities and investors. December saw the business enter into its first contracts with FAH for the provision of full funding for design and construction of two Extra Care developments in Essex where upon completion FAH will become the long term owner. These two schemes will generate revenues of around £21,000,000 by the end of April 2017, of which only £8,880,000 has been recognised in the year to April 2016.

ANNUAL REPORTAND ACCOUNTS

2015-2016

03Ashley House plc | ANNUAL REPORT AND ACCOUNTS 2015–2016

The Extra Care pipeline is now providing a positive contribution to the Company’s results. In my report with the interim results in January, I noted that the Chancellor had announced in the Autumn Statement that Housing Benefit for tenants would be limited to the Local Housing Allowance (“LHA”) rate from April 2018 for new or renewed tenancies taken out from 1 April 2016. This announcement created the unintended consequence of depressing expected returns on new social housing developments funded with third party finance resulting in delays to new build projects whilst funders and Local Authorities seek clarity. It is now clear that the Government believes that the LHA rental cap does not work for Sheltered and Supported Housing and is seeking a resolution to this issue. Extensive industry consultations are in progress and a positive solution is currently expected this autumn. Naturally, this has caused delays in pushing forward some of the Extra Care pipeline and may impact on our half year results. Despite this LHA cap issue, the case for Extra Care is strong and we continue to demonstrate the wider economic case to local councils. The resolution of the cap, or the agreement of capital based models that we are currently exploring, is expected to unlock our Extra Care pipeline and enable the business to grow significantly.

HealthAfter a number of fallow years, we are now beginning to see some limited activity return in this segment. Medical and health professionals agree that there has been significant underinvestment in primary care in recent years. Whilst activity has been low this year, it has been profitable as the Company positions itself for an upturn in the market.

OutlookThe Company is delighted to be celebrating 25 years since its incorporation. Clearly the resolution of the LHA cap is a key issue for the business, although the Company continues to work with Local Authorities, Registered Providers and our specialist funder FAH to find alternative and innovative ways of working together irrespective of how this issue is resolved. Our ability to meet our market expectations for the year to 30 April 2016 despite the LHA cap issue is very encouraging, although it is important that this is resolved soon to enable us to maximise the value from our Extra Care pipeline and beyond.

AuditorsDuring the year the Board appointed Grant Thornton as the Company’s auditors. I would like to thank Deloitte for their work over the past few years and welcome Grant Thornton.

Christopher Lyons

Chairman12 July 2016


REVIEW OF THE YEAR

Strategic report

Ashley House is a social developer, well diversified across health & social care

Formed 25 years ago, Ashley House is a social developer. Working with commissioners and providers in the Health, Extra Care and Community sectors we provide property solutions to help improve outcomes for users of public sector services and those with specialised social housing needs.

Principal activityThe principal activity of the Group is the supply of design, construction management and consultancy, primarily working with providers of health and social care on infrastructure developments from project inception to completion of construction and beyond.

Business reviewThe consolidated statement of comprehensive income for the year is set out on page 15. A review of developments affecting the Group during the year and of its prospects for the future appears in the Chairman’s statement and in this Strategic report. The Group is required by the Companies Act 2006 to set out a fair review of the business of the Group during the financial year ended 30 April 2016 and the position of the Group at the end of the year along with principal risks and uncertainties facing the Group. This information is included within the Chairman’s statement and in this Strategic report.

We are delighted that the investment in previous periods in building up our scheme pipeline has resulted in the Group returning to profit this year. The business maintains a strong pipeline and the ability to deliver the schemes will determine the profitability of the Company in future periods. No income is recognised on schemes until financial close and all expenditure (other than land) is expensed immediately.

Key Performance IndicatorsThe Key Performance Indicators (KPIs) for the Group are Adjusted Profit before Taxation (PBT) and the forward pipeline of the business. As shown in the Highlights and Chairman’s statement above, Adjusted PBT (profit before tax, depreciation, impairment and other operating income) for the year to 30 April 2016 was £1,160,000 (2015: adjusted loss before tax of £4,241,000). The Group’s pipeline information is shown and discussed below and opposite.

Extra CareThe two Extra Care schemes on site, both funded by our new funder for Extra Care, Funding Affordable Homes (“FAH”) and leased to the Registered Provider One Housing, are progressing well. The first scheme in Harwich is on schedule to be completed by the end of 2016 and consists of two buildings. The main building will provide 58 stylish self-contained apartments spread over three floors, and will also feature communal facilities

including a residents’ lounge, restaurant and private courtyard garden. All of the apartments will be available for affordable rent. The second building will provide twelve self-contained apartments specifically for adults with learning difficulties. The second scheme is in Walton on the Naze and is due for completion in Spring 2017. This independent living complex will feature 60 self-contained one and two bed apartments which again will be available at affordable rent. Both schemes will enable local older people with a care need to continue to live independently with the added security of care and support from One Housing Group’s Season Homes. Both developments were supported by a combined £4.1 million of grant funding from Essex County Council through its Independent Living programme. In the year we also completed a first scheme for HSN Care for profoundly disabled adults and are proud to continue to work with the charity Hft on schemes for people with learning difficulties.

HealthDespite the limited Government funding in Primary Care, the Company’s Health segment performed well. We completed one GP surgery in the year and two pathology laboratory schemes for our partners Integrated Pathology Partnerships (“iPP”). We have also signed contracts and gained planning permission and funding for a major new diagnostic and treatment centre to the North East of Durham. This is a creative building delivered via an innovative contract structure and is a fine example of the combination of knowledge, experience and flexibility we bring to the NHS in these difficult times.

PipelineThe challenge of a large pipeline is not only to deliver it but also to maintain it by bringing in new schemes. Our tender success rate is good with our efficient offer supported by strong social values, a key determinate in public tendering. We are pleased that the pipeline has continued to grow notwithstanding almost £21m of turnover having been realised and therefore removed from the pipeline. We have sought to take a cautious view on pipeline schemes removing a number where we remain appointed but can see no obvious route to gaining NHS funding. Through a new joint venture with a modular contractor we are discussing a 60 bed Extra Care development and other housing schemes. Modern methods of construction, including modular, are something we are exploring as a way of increasing the speed and efficiency of the build programme as well as improving the environmental impact and performance of our developments which are of significant value to our clients.


Our Extra Care pipeline now stands at £162.7m across 18 schemes which has increased in value from £148.5m and 19 respectively in October of last year. The Health pipeline shows 10 schemes valued at £20.6m, compared with £31.9m across 13 schemes in October of last year as shown in the table above.

As a guide, revenues from on site schemes will continue to flow for up to 18 months. The current schemes on site have a weighted average life of approximately six months. Where the Company is appointed the time frame to move to on site is likely to be between 6 and 36 months. Revenues are only recognised from on site schemes and on appointed schemes to the extent that the Company would recover its fees in the circumstances of the scheme not progressing. ‘Scheme value to come’ represents the likely investment value of the scheme less any revenue already recognised.

Principal risks and uncertaintiesThe Group is exposed to a variety of risks which result from both its operating and investing activities. The Board, through its Audit & Risk Committee is responsible for co-ordinating the Group’s risk management and focuses on actively securing the Group’s short to medium-term cash flows. The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most significant financial risks to which the Group is exposed are described below.

Credit risk

The Group’s principal financial assets are cash, trade receivables and amounts recoverable on contracts. The amount of trade receivables presented in the balance sheet is net of any allowance for doubtful trade receivables, as estimated by the directors. Amounts recoverable on contracts are presented net of provisions deemed necessary by the directors. The Group’s largest customer in the year is set out in Note 1 to the financial statements. The Group employs a strict credit vetting policy based on track record payment history and externally available credit data.

Interest rate risk

The Group finances its operations principally through retained earnings, project-specific borrowings and general bank borrowings, as set out in Note 14 to the financial statements. The interest rates applicable to these borrowings, where variable in nature, expose the Group to interest rate risk. The Group seeks to minimise such risk by entering into fixed interest rate arrangements where it is financially viable to do so. The Group does not undertake interest rate hedging on its general borrowings and only considers undertaking interest rate hedging for project-specific term loans. The Group operates a policy of seeking to optimise deposit interest earned, paying due regard to credit risk and ensuring the business has sufficient available cash to operate effectively.

Liquidity risk

The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs by investing cash assets safely and profitably. The nature of the Group’s business is such that it is exposed to risks associated with cash flow timings, particularly the receipt of design and development fees. The liquidity of the Group is monitored by senior management and reported by the Director of Finance to the Chief Executive and Commercial Director daily. The Board discusses liquidity and cash flow projections monthly.

Political risk

Most of the Group’s activities are ultimately funded by the public sector and the Group is therefore exposed to risk of changes to Government and to its policy as currently demonstrated by the LHA cap outlined in the Chairman’s statement. The Group employs experience at Board and senior level as well as seeking knowledge and advice from external advisers to enable it to remain aware and to influence the outcome of the potential risks and to enable lobbying to help mitigate them. The Group also strives to ensure it maintains several distinct revenue streams in order to reduce the impact on the Group’s business as a whole arising from an adverse change in any one Government policy. Other than the general uncertainty and impact on Government resources and speed of decision making, the result of the EU referendum is expected to have a limited impact on the Group as our activities have minimal exposure to clients or suppliers outside of the UK. Health and social care are key issues for the UK and property solutions such as those we provide are much needed for our aging population and the housing shortage. Revenue recognitionThe Group’s revenue recognition policy, set out in the principal accounting policies, is central to the way the Group values the work it has carried out in each financial year. Amounts recoverable on contracts relate to projects that are ongoing as at the period end. Management’s expectation is that these amounts will be invoiced net of any provision within the next financial year, at which point the Group expects to collect the balances in full.

Cash managementThe agreements signed with FAH mentioned above which gave us the ability to forward fund our developments at Harwich and Walton provided important cash income into the business. The Group prides itself on the careful management of its cash resources, which this year has enabled it to make a small reduction in its net debt to £1,987,000 (2015: £2,027,000) as shown in the table overleaf, whilst the Group generated £559,000 (2015: £529,000) of cash from operations. Elsewhere administrative overheads fell for the fourth year in a row to £3,226,000 (2015: £3,357,000).

On site 2 £12.2m 1 £0.1m 3 £12.3m

Appointed 16 £150.5m 9 £20.5m 25 £171.0m

TOTAL 18 £162.7m 10 £20.6m 28 £183.3m

Number of Schemes

Number of Schemes

Number of Schemes

Scheme value to come



Total


The borrowing on the land at Scarborough is held on a six year loan, which is reducing at the rate of £17,500 per month, although the land is expected to be used in a forthcoming Extra Care scheme when the loan will be repaid. The continued focus on cash management has to date enabled the Company to rebuild the business without seeking further equity from shareholders. Net debt at the end of year and the previous year is shown below:

Employee share incentive schemeIn March 2016 the Company established a tax efficient employee share scheme to improve employee engagement and staff retention. In the last few years we have necessarily reduced headcount and staff have faced uncertain times including two major redundancy programmes. The future, whilst still challenging, is positive and staff buy-in to what we are doing is crucial for future success. Under the scheme, employees can invest up to £150 per month under salary sacrifice. For every share he or she buys each employee receives two “Matching shares” free of charge. The Matching shares are available to the staff after three years assuming they remain with the Company. We are delighted that more than 50% of staff have signed up to the scheme across all levels and all functions in the business. This take up is strong and reflects the commitment of the staff to the Company.

Investments in joint venturesThe Company holds investments in seven LIFT Companies, a public private partnership in the health sector. In December the Company completed the novation of the rights under the operational management service agreements with all seven LIFT Companies to MAMG Limited, a major provider in this area. The Company retains its shareholding in the LIFT Joint Ventures together with its rights as development partner. As the LIFT investments have an exclusivity period, which at the year end stood at 8.5 years, and as there is currently limited work coming from LIFT, the directors considered a further impairment was necessary. This non-cash impairment has reduced the carrying value of the LIFT investment at the year end to £768,000 (2015: £2,223,000).

Social impactAshley House remains very proud of the social value its work creates, believing that positive social impact can be delivered hand in hand with financial return. Ashley House is a founder member of the Social Stock Exchange (“SSX”) which seeks to connect socially minded investors with companies socially

accredited for the work they undertake. During the year the Company’s shares were admitted to trading on the SSX social impact segment of the ISDX Growth Market, the world’s first regulated exchange dedicated to businesses and investors seeking to achieve a positive social and environmental impact through their activities. This dual listing operates alongside our existing listing on AIM. We welcome shareholders who have joined us this year through this exchange and trust that Ashley House is now more visible to investors seeking shares in companies with strong social values.

Ashley House was delighted to be named as Social Impact Company of the Year at the Small Cap Awards last month. This award underlines the direct positive effect the Company’s activities have on the most vulnerable in society. The Small Cap Awards seek to recognise outstanding achievement in the quoted UK Small Cap market (ie Companies with market capitalisation of less than £150m). Examples of improvements to people’s health and lives that have directly resulted from the Company’s activities are provided on page 7 and will be provided in this year’s social impact report.

SummaryWe are delighted to have returned to profit in this our 25th year. The focus on our core business of developing Health, Extra Care and Community properties and the reductions in corporate overheads in recent years have positioned the business to take advantage of its strong pipeline. We are now well diversified across the health and social care landscape. Once the LHA rent cap issue is resolved, as the industry expects, the improvements in living standards, health outcomes and contribution to solving the housing crisis that our Extra Care developments provide should enable that area of the business to grow rapidly. This, coupled with an increasing Health and Community development business, means we look forward to the future with increasing confidence.

On behalf of the Board

Antony Walters Jonathan HolmesChief Executive Commercial Director12 July 2016

REVIEW OF THE YEAR

Strategic report continued

2016 2015 £000 £000

Cash in bank 23 856Scarborough (710) (883)Loan (1,300) (2,000)Net debt (1,987) (2,027)

Ashley House’s social purpose is embedded in everything the Company does and drives its ambition to improve access to services operating from better buildings in the health and social care sectors. Ashley House helps to improve outcomes across the country by expertly supporting clients (predominantly housing organisations and NHS service providers) deliver the most cost-effective health and community care property solutions.

Social Stock Exchange

The Social Stock Exchange (“SSX”) launched in June 2013 with the aim of helping businesses that deliver a social or environmental impact to connect with investors. Ashley House plc is proud that it is a founder member of the SSX. All member companies of the SSX are required to meet a rigorous set of criteria before joining, and produce an annual Impact Report.

In January 2015, in collaboration with the SSX, ICAP Securities& Derivatives Exchange Limited (“ISDX”) launched a segment forimpact businesses. ISDX is a Recognised Investment Exchangeunder the Financial Services and Markets Act 2000. ISDX operates a regulated market and a growth market as well as providing a secondary market trading facility.


REVIEW OF THE YEAR

Our social impact

Our social purpose is embedded in everything we do

In February 2016, Ashley House plc was delighted to take the step to dual list on this new segment of the market. This listing operates alongside the Company’s existing listing on AIM and through the new listing the Company expects to be more visible to investors seeking shares in companies with strong social values.

Funding Affordable Homes

In September 2015, Ashley House signed a Funding and Partnering Agreement with Funding Affordable Homes (“FAH”) and its property advisor SHA Housing Limited. FAH is a newly established investment company set up to serve investors who hold the same strong social and financial objectives as Ashley House. FAH is a social impact company which builds and acquires affordable housing to deliver financial and social returns for both communities and investors. The Company is delighted to have a new strategic partner in FAH and to have secured long term funding, which has enabled the Company to start to deliver its Extra Care pipeline to provide much needed accommodation for some of the elderly and vulnerable people in society. The first two schemes are in Harwich and Walton and are being forward funded by FAH during construction and through to completion.

Impact Company of the Year

Having been nominated three years in a row, Ashley House was delighted to be named Impact Company of the Year at this year’s Small Cap Awards. The award was in recognition of the progress that Ashley House made in the last year with the completion and opening of a 60 bed Extra Care scheme at Strand Court, Grimsby; the new agreement with FAH; and the commencement on site of two further Extra Care schemes at Harwich and Walton.

Some of the impact of the Company’s activities that have improved people’s health and lives is summarised in the table below. More information is shown in Ashley House’s third Social Impact report available on the Our Impact page on our Company website at www.ashleyhouseplc.com. The fourth social impact report will be available in the Autumn of 2016.

Access to affordable residential units

New homes / apartments built and ready for occupancy in year 72

New homes / apartments under construction at year end 130

Improved access to clinical care

New Health and Care facilities completed and opened in year 2

New Health and Care facilities under construction at year end 1

Patients accessing / to access the new facilities 12,000

Community valued ‘ownership’ of facilities

Community consultation events held during proposal, planning and construction phases in the year 4

Housing Association

HRH The Princess Royal, a Royal Patron of Hft, recently opened the new specialist dementia service for people with learning disabilities at Ryeford Court, Gloucestershire, a development where Ashley House worked in partnership with Hft.

Health Property, Extra Care Housing and Community Infrastructure


REVIEW OF THE YEAR

Our offering

Primary and Community care developments

Modern facilities for health professionals, encompassing flexible and adaptable design to meet the changing needs of patients and practitioners.

Chapel House Medical Centre – Newcastle.

Homes with care and support

Affordable housing designed for older people and for those with care needs, offering a cost-effective solution to living independently whilst providing the choice and security of care within a home setting.

Strand Court – Grimsby.

Buildings for the local community

Facilities benefiting local communities for clients such as Local Authorities and Health Trusts. Recent examples include Pathology Laboratories and a Social Welfare Centre where the community can access a wide range of health and social welfare services.

iPP Laboratory – Taunton.

Ashley House is a leading Extra Care Housing and Health Property Partner working with providers and commissioners in the public, private and community sectors.

The Company has 25 years of experience in providing innovative approaches in the resourcing, funding, design and development of flexible and efficient social and community health, care and supported living environments.

At the Turf Cutting are Jonathan Holmes – Ashley House, Cllr Mark Platt – Vice Chairman of Tendring District Council, Cllr Malcolm Maddocks – Essex County Council Cabinet Member for Adults & Children and Kevin Beirne – Group Director of Housing Care and Support at One Housing.

“This scheme fits in well with the Council’s policy of local homes for local people and will deliver a very specific type of accommodation for a certain section of our community in Tendring. It will offer them the chance to live independently but with the necessary back-up that their individual circumstances require. I was delighted to be invited to be part of the brick laying ceremony and look forward to the completion of the project next year, especially as it is on my home patch of Frinton and Walton.” Cllr Mark Platt, Vice Chairman of Tendring District Council.

Walton on the Naze, EssexStart date: April 2016 | Completion date: Spring 2017

The Walton on the Naze Independent Living complex is being built on the site of the former Martello Caravan Park. Once complete the main building will feature 60 stylish, self-contained one and two-bed apartments. Essex County Council is supporting the development with £1.7 million grant funding through its Independent Living programme.


Ashley House is currently developing a Diagnostics and Treatment Centre on a strategic site to the North East of Durham. The centre was designed by P+HS architects and will provide purpose built, state of the art premises specifically designed to cater for day surgery and community renal dialysis. The development will have two storeys and 2,300 square metres of space, with substantial car parking. The centre will provide enhanced facilities in order to meet modern healthcare objectives while at the same time allowing flexibility for future growth.

Rosebank Park is an Extra Care Independent Living complex with 70 self-contained apartments, housing a range of health and social welfare services for local people.

Working effectively with both public and private sector stakeholders the scheme will deliver apartments that can enable older people to continue to live independent lives with the added security of care and support from One Housing Group’s Season homes, who will manage the site.

The new Harwich Extra Care project will provide a modern and local residential facility and once complete, the main building will boast 58 stylish self-contained flats over three floors, as well as communal facilities including a residents’ lounge, restaurant, and private courtyard garden.

A second building will contain twelve self-contained apartments specifically for adults with learning difficulties. The scheme is supported by grant funding provided by Essex County Council. One Housing Group will be the Registered Provider, providing housing management and care.

Harwich, EssexStart date: September 2015 | Completion date: December 2016

Delivered in partnership with Essex County Council and One Housing Group, a leading registered provider of homes and housing, care and support across London and the South East.

“Living in a high-quality environment can make a huge difference to older people and their families. Season homes are all about creating a great quality of life in stylish yet affordable places that people are proud to call home. On completion in 2016, we think these apartments will offer some of the best facilities for older people in Harwich and enable them to live independently with the security of our award-winning care and support service.” Kevin Beirne, Group Director of Housing Care and Support at One Housing.

“Essex has an ageing population and it is important the infrastructure is in place to meet people’s changing needs. We are committed to helping residents maintain their independence and facilities such as this play a vital role in ensuring we can continue to do that.” Cllr Malcolm Maddocks, Essex County Council’s Deputy Cabinet Member for Adults and Children.

Computer generated image of Rosebank Park Independent Living complex.

Housing Association

Diagnostics and Treatment Centre, Durham

John MoyNon-executive director

John joined the Board in December 2014. He has advised and invested in fast-growing companies for over 20 years including a period sitting on the panel of Non-executive directors appointed by 3i plc to their investee companies. In his industrial career he was both a Chartered Engineer and Chartered Management Accountant and was Factory Manager and Financial Controller for Mars Limited and a UK and Northern Europe Finance Director for Motorola Inc. He was the Finance Director of the successful management buy-in of RHP Bearings. John provides strategic financial management skills and experience to the Board.


CORPORATE GOVERNANCE

Board of directors

Stephen MinionNon-executiveDeputy Chairman

Stephen joined the Board in May 1995 and transitioned to Non-executive Deputy Chairman in May 2014. He is a chartered engineer with a long career in design and development of commercial property. Following the award of his degree in engineering he joined the London Borough of Harrow where he gained chartered engineer status. He moved to George Wimpey & Co and learnt his main “stock in trade” as a property developer before starting his own company in 1978. In 1991 he co-founded Ashley House where his specialist knowledge is invaluable in the delivery of the Company’s core product and the development of new services. Stephen chairs the Company’s Remuneration Committee and is a Board member of a number of associated companies.

Christopher LyonsNon-executive Chairman

Christopher joined the Board in August 2013. He has extensive experience in strategic planning, corporate governance, banking and housing finance. His career spans 35 years, first with Abbey National, where he held senior executive positions in finance, operations and banking creating and launching Cahoot, the internet bank. He then joined the executive Board of Minster Trust Limited, a fully regulated banking institution leading the development and launch of an affinity based internet banking proposition. Christopher has extensive Non-executive experience recently chairing, amongst others, the Board of London Strategic Housing and Otkritie Securities. He recently retired as deputy chairman of Network Housing Group where he chaired the Audit and Risk Committee. He holds a Masters degree in Strategic Financial Management and is a visiting fellow at Kingston and Durham Business Schools. Christopher has also worked with the NHS Commissioning Board on establishing a national network of Commissioning Support Units and is currently a member of the Arden and Greater East Midlands Commissioning Support Unit advisory board. Christopher is Chairman of Ashley House’s Appointments Committee.

CommitteesChristopher Lyons, Stephen Minion, Andrew Willetts and John Moy are all members of the three Board committees being the Audit & Risk Committee; the Remuneration Committee and the Appointments Committee.

Jonathan HolmesCommercial Director

Jonathan joined the Board in February 1999. Prior to joining Ashley House in 1998 Jonathan worked in sales and marketing with an emphasis on setting up new ventures. Jonathan was Chief Executive of Ashley House until October 2014 when he became Commercial Director to allow him to focus on the Ashley House team’s successful delivery of projects, from the earliest engagements with wider stakeholders through to the commercial structuring, development and building out of the projects that result. Jonathan is a passionate advocate of Ashley House’s ability to use its status as a profit making plc to create social value well in excess of its size and led Ashley House’s involvement as a Founder Member of the Social Stock Exchange.

Andrew WillettsNon-executive director

Andrew joined the Board in November 2009. He has a BA in history from Keble College, Oxford and qualified as a chartered accountant with what is now PricewaterhouseCoopers in 1991. He has held senior financial roles in the retail and wholesale sectors, including Waterstones and Hagemeyer (now part of the Rexel group). He joined Lloyds Pharmacy in 2003, becoming finance director in 2007 and he is now healthcare solutions director, with responsibility for the delivery of pharmacy services and pharmaceutical supply into NHS hospitals and other public and private sector organisations. He had Lloyds Pharmacy Board responsibility for Sapphire Primary Care Developments until its sale to Ashley House. Andrew is Chairman of Ashley House’s Audit & Risk Committee.

Antony WaltersChief Executive

Antony has a BA in accounting and qualified as a chartered accountant in 1992, before gaining an Executive MBA by evening study from Warwick University in 2004. Antony joined Ashley House as a non-executive director in November 2009 becoming Finance Director in 2010. From 1996 to 2010 Antony held various senior executive positions within the Lloyds Pharmacy group, including leading the corporate acquisitions, property and development teams as well as spending 15 months in a pan European strategic development role based in Germany for Lloyds’ parent company Celesio. Immediately prior to Ashley House, Antony was managing director of Sapphire Primary Care Developments Limited which Ashley House acquired from Lloyds Pharmacy in 2009. Antony was appointed Chief Executive of Ashley House plc in October 2014.


2015-2016


Report of the directors

The directors present their annual report on the affairs of the Group together with the audited financial statements for the year ended 30 April 2016.

DividendsNo dividend has been paid or proposed in the year or the prior year.

DirectorsThe membership of the Board throughout the year is set out below.

C P Lyons (Non-executive Chairman)

S G Minion (Non-executive Deputy Chairman)

A J Walters (Chief Executive)

J Holmes (Commercial Director)

J L Moy (Non-executive director)

A J Willetts (Non-executive director)

C P Lyons and J Holmes retire by rotation and, being eligible, offer themselves for re-election.

Directors’ and officers’ liability insuranceThe Group has, as permitted by Section 236 of the Companies Act 2006, maintained insurance cover on behalf of the directors and Company Secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Group.

Employee involvementThe Group keeps its employees informed of matters affecting them as employees through regular briefings. Ashley House plc holds Investors in People status.

Disabled personsIt is the Group’s policy to give full and fair consideration to applications for employment made by disabled persons having regard to their aptitudes and abilities. The Group also uses reasonable endeavours to provide continuing employment for employees who are disabled whilst the Group employs them and, where appropriate, provides facilities for training and re-training for career development and promotion.

Going concernAfter making enquiries and reviewing forecasts, the directors have, at the time of approving the financial statements, concluded that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.

Cash flows are derived from construction management and asset management services as well as project-specific design and development fees. The principal risks associated with the Group’s cash flows are set out in the principal accounting policies.

The pipeline of future projects is monitored constantly and necessary resource is matched to the requirements and with reference to the degree of progress and certainty of the individual projects.

The Group holds an overdraft facility of £500,000 with Lloyds Banking Group. The facility is repayable on demand, is secured by a floating charge over the Group’s assets and is in place until 31 December 2016.

The Group holds a £1,300,000 development finance loan with Novus Lending Limited, a company administered by Rockpool Investments LLP. The facility is secured by a charge over certain of the Group’s assets, and a second charge over the land owned by AH Scarborough Health Park Limited. The loan is repayable on 23 November 2016.

The Group also has available to it a £1,500,000 loan facility with a private organisation. An amount of £600,000 was drawn and repaid in the year. The facility, which expires in January 2017, was undrawn at 30 April 2016.

Application of principles of good governanceCorporate governance

The Board supports the principles of good governance. The Group is committed to high standards of corporate governance and has adopted procedures to institute good governance insofar as they are practical and appropriate for a business of this size. The Board has


a Remuneration Committee, an Audit & Risk Committee and an Appointments Committee, in each case comprising a majority of Non-executive directors and chaired by a Non-executive director.

Details of the risks to which the Group is exposed are contained in the Strategic report on pages 4 to 6.

Board effectiveness

The Group supports the concept of an effective Board leading and controlling the Group. The Board is responsible for approving Group policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. Management supplies the Board with appropriate and timely information and the directors are free to seek any further information that they consider necessary. All directors have access to advice from the Company Secretary and independent professionals at the Group’s expense.

Auditor and disclosure of information to the auditor

In respect of each director of the Company, at the date when this report was approved, to the best of their knowledge and belief:

• so far as each director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• each director has taken all the steps that he might have reasonably been expected to take as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with Section 418 of the Companies Act 2006.

AuditorDeloitte LLP resigned as the Group’s auditor on 31 March 2016. Grant Thornton UK LLP was appointed as the Group’s auditor on 6 April 2016.

Grant Thornton UK LLP has expressed willingness to continue in office. In accordance with Section 489(4) of the Companies Act 2006 a resolution to re-appoint Grant Thornton UK LLP will be proposed at the Annual General Meeting.


Antony WaltersChief Executive Date: 12 July 2016


Report of the directors continued

12 Ashley House plc | ANNUAL REPORT AND ACCOUNTS 2014–2015

Directors’ responsibilities for the financial statementsThe directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have elected to prepare the parent company financial statements in accordance with UK GAAP applicable laws including the FRS101 reduced disclosure framework, and are required to prepare Group financial statements in accordance with applicable laws and International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the accounts unless they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Company and Group 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;

• state whether applicable United Kingdom Accounting Standards have been followed in respect of parent company accounts, and IFRS have been followed in respect of Group, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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


Antony WaltersChief ExecutiveDate: 12 July 2016



Statement of directors’ responsibilities


FINANCIAL STATEMENTS

Independent auditor’s reportTO THE MEMBERS OF ASHLEY HOUSE PLC

We have audited the financial statements of Ashley House plc for the year ended 30 April 2016 which comprise the Group and parent company balance sheets, the Group statement of comprehensive income, the Group statement of cash flows, the Group statement of comprehensive income, the Group and parent company statement of changes in equity and the related notes. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 101 “Reduced Disclosure Framework”.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditorAs explained more fully in the Directors’ Responsibilities Statement set out on page 13, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statementsA description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate

Opinion on financial statementsIn our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 April 2016 and of the Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006In our opinion the information given in the Strategic report and Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Mark Bishop (Senior Statutory Auditor)for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants

Oxford Rowan Place

Date: 12 July 2016



Consolidated statement of comprehensive incomeFOR THE YEAR ENDED 30 APRIL 2016

2016 2015 Note £000 £000

Revenue 1 20,737 8,384Cost of sales (15,944) (8,600)Gross profit/(loss) 4,793 (216)Administrative expenses (3,226) (3,357)Depreciation and impairment 6,7 (1,514) (7,645)Share of results of joint ventures 7 97 199Other operating income 2 581 —Operating expenses (4,062) (10,803)Operating profit/(loss) 2 731 (11,019)Interest receivable 1 1Interest payable (491) (868)Profit/(loss) before taxation 241 (11,886)Profit/(loss) before taxation 241 (11,886)Other operating income (581) —Depreciation and impairment 1,514 7,645Depreciation, amortisation and taxation included in share of results of joint ventures (14) —Adjusted profit/(loss) before taxation 1,160 (4,241)Tax credit/(charge) 4 6 (16)Profit/(loss) after tax for the year attributable to equity holders of the parent 247 (11,902)Other comprehensive income — —Total comprehensive income/(loss) for the year 247 (11,902)

Basic and diluted profit/(loss) per share 5 0.42p (20.41)pBasic profit/(loss) per share on Adjusted PBT* 5 1.99p (7.27)p

All of the activities of the Group are classed as continuing.

* Adjusted PBT = Profit before taxation, depreciation, impairment and other operating income.

The accompanying accounting policies and notes form an integral part of these financial statements.



Consolidated balance sheetAT 30 APRIL 2016

2016 2015 Note £000 £000

Non-current assetsProperty, plant and equipment 6 129 122Investments in joint ventures 7 785 2,300Deferred tax asset 8 1,400 1,400Other receivables 9 760 807 3,074 4,629Current assetsWork in progress 10 2,807 4,296Trade and other receivables 11 5,616 3,055Cash and cash equivalents 12 23 856 8,446 8,207Total assets 11,520 12,836Current liabilitiesTrade and other payables 13 (5,450) (6,255)Bank borrowings and overdrafts 14 (1,483) (883)Provisions 15 (56) (31) (6,989) (7,169)Net current assets 1,457 1,038Non-current liabilitiesBank borrowings and overdrafts 14 (527) (2,000)Long term provisions 15 (171) (117)Total liabilities (7,687) (9,286)Net assets 3,833 3,550EquityShare capital 17 588 583Share premium 18 43 —Share-based payment reserve 18 10 22Special reserve 18 3,248 3,491Retained earnings (56) (546)Total equity 3,833 3,550

The financial statements were approved by the Board of directors and authorised for issue on 12 July 2016.

They were signed on its behalf by:


Company number: 02563627




Consolidated statement of changes in equityFOR THE YEAR ENDED 30 APRIL 2016

Share-based Share Share payment Special Retained capital premium reserve reserve earnings Total £000 £000 £000 £000 £000 £000

Note 17 18 18 18At 1 May 2015 583 — 22 3,491 (546) 3,550 Total comprehensive income for the year — — — (243) 490 247 Transactions with owners Issue of shares to Ashley House Share Incentive Plan 5 43 — — — 48Cancellation of previous share option scheme — — (22) — — (22)New share option scheme charge — — 10 — — 10 At 30 April 2016 588 43 10 3,248 (56) 3,833

Share-based Share payment Special Retained capital reserve reserve earnings Total £000 £000 £000 £000 £000

Note 17 18 18At 1 May 2014 583 13 12,110 2,737 15,443 Total comprehensive loss for the year — — (8,619) (3,283) (11,902) Transactions with owners Share-based payment charge — 9 — — 9 At 30 April 2015 583 22 3,491 (546) 3,550

The nature and purpose of the Group’s reserves can be found in Note 18 of the consolidated financial statements of the Group.




Consolidated statement of cash flowsFOR THE YEAR ENDED 30 APRIL 2016

2016 2015 Note £000 £000

Operating activities Profit/(loss) for the year before taxation 241 (11,886)Adjustments for:Share-based payment (credit)/charge (12) 9Depreciation and impairment 1,514 7,645Share of results of joint ventures (97) (199)Dividends received from joint ventures 174 334Interest received (1) (1)Interest paid 491 868Operating cash flows before movements in working capital 2,310 (3,230)Decrease/(increase) in work in progress 1,489 (1,515)(Increase)/decrease in trade and other receivables (2,514) 2,966(Decrease)/increase in trade and other payables (805) 2,160Increase in provisions 79 148Cash generated from operations 559 529Income tax received/(paid) 6 (16)Interest received 1 1Interest paid (491) (868)Net cash generated from/(used by) operating activities 75 (354)Investing activitiesPurchase of shares in joint venture (17) —Purchase of property, plant and equipment (66) (122)Net cash used by investing activities (83) (122)Financing activitiesIssue of ordinary shares 48 —Proceeds from borrowings 600 1,400Repayment of borrowings (1,473) (166)Net cash (used by)/generated from financing activities (825) 1,234Net (decrease)/increase in cash and cash equivalents (833) 758Cash and cash equivalents at the beginning of the year 856 98Cash and cash equivalents at the end of the year 12 23 856




Notes to the financial statementsFOR THE YEAR ENDED 30 APRIL 2016

Group principal accounting policies

Basis of accountingAshley House plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given in the Company information on page 49. The nature of the Group’s operations and its principal activities are set out in the Strategic report on pages 4 to 6.

The Group’s financial statements consolidate those of the Company, its subsidiaries and its joint ventures (together referred to as the Group).

Statement of complianceThe Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the Group’s financial statements.

Basis of preparationThese financial statements have been prepared on the going concern basis, under the historical cost convention.

These financial statements are presented in pounds sterling as that is the functional currency of the parent company and the presentational currency of the Group as all the Group’s cash flows are in that currency.

Going concernThe Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic report on pages 4 to 6, which also describes the financial position of the Group, its cash flows, liquidity position and borrowings. The Strategic report also gives details of the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposures to credit risk and liquidity risk.

The Group finances itself from cash resources, project-specific debt finance and borrowings from Lloyds Banking Group and other debt providers. As set out in Note 14 to the financial statements, the Group holds an overdraft and a loan with Lloyds Banking Group, and a loan with Novus Lending Limited.

Ashley House plc’s Lloyds overdraft facility remains at £500,000 in line with the Group’s borrowing requirements. This overdraft, which is repayable on demand, is in place until 31 December 2016.

AH Scarborough Health Park Limited, a wholly-owned subsidiary company, holds a bank loan with Lloyds Banking Group totalling £710,000. The loan is secured by a first charge over the freehold land and buildings held by that company and a debenture over the Group’s assets, and is being repaid over the period to February 2019.

The Group holds a £1,300,000 development finance facility with Novus Lending Limited, a company administered by Rockpool Investments LLP. The facility is repayable on 23 November 2016 and is secured by a charge over certain of the Group’s assets, and a second charge over the land owned by AH Scarborough Health Park Limited.

The current economic conditions create uncertainty particularly over:

a) the level of new schemes required by the Company’s social housing clients;

b) the level of new schemes required by the NHS;

c) the contribution earned to cover the cost base; and

d) the availability of finance within the sector.

The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, demonstrate that the Group expects to operate within the level of its current facilities. The nature of the Group’s business is such that it is exposed to risks around the timing of cash inflows, in particular for design fees. Such payments are normally significant, occurring at the end of the design process when a scheme reaches financial close. The Group seeks to minimise its risk in this respect by agreeing progress payments during the design process where possible and by delivering design work in line with agreed timetables. Where the Group acts as principal in construction contracts, the projects’ cash flows become regularised after financial close, usually with a positive net monthly cash flow. The Group has consistently demonstrated its ability to participate in projects within any constraints of available finance on a project by project basis.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis of accounting in preparing the annual financial statements.



Notes to the financial statements continuedFOR THE YEAR ENDED 30 APRIL 2016

Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements in conforming with adopted IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, expenses and contingent liabilities. Information about the significant judgements, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses is discussed below.

Estimates

Impairment

Impairment of intangible assets and investments is based on management’s expectation for the related asset to continue to be revenue generating in the future. An impairment loss is recognised for the amount by which an asset or cash-generating unit’s carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each asset or cash-generating unit and applies a suitable discount rate to calculate the present value of those cash flows. In the process of measuring expected future cash flows management makes assumptions about future gross profits. These assumptions relate to future events and circumstances. The actual results may vary and may cause adjustments to the Group’s assets within the next financial year. In most cases, determining the applicable discount rate involves estimating the appropriate adjustment for market risk.

Revenue recognition

In determining revenue recognised management is required to make estimates of each contract’s outcome and stage of completion. Management assesses the profitability of ongoing contracts at least monthly. For more complex contracts in particular, costs to complete and contract profitability are subject to significant estimation uncertainty. The Group’s revenue recognition policy is given below. A detailed review of income accrued on all schemes is performed regularly to ensure all balances are recoverable.

Taxation

To complete provisions for taxation, estimates have been applied. These estimates involve assessing the probability that deferred tax assets resulting from deductible temporary differences and tax losses can be utilised to offset taxable income (see Notes 4 and 8).

Joint ventures

Management has exercised judgement in concluding that the interests held in the NHS LIFT Companies are joint ventures and are therefore consolidated under the equity accounting method (see Note 7).

Basis of consolidationThe consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 April each year.

Intra-group transactions, balances, income and expenses are eliminated fully on consolidation. Intra-group losses are eliminated except to the extent that they provide evidence of impairment of the asset transferred. Entities controlled by Ashley House plc are entities over which the group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to bring the accounting policies used in line with those used by the Group.

Investment in joint ventures and associatesThe Group accounts for investments in joint ventures and associates under the equity accounting method. Investments in joint ventures and associates are carried in the consolidated balance sheet at the Group’s share of their net assets at the date of acquisition and of their post-acquisition retained profits or losses, less any distributions received. The resulting balance is reviewed for impairment at least annually. The consolidated statement of comprehensive income shows the Group’s share of the joint ventures net profit or loss for the period under share of results from joint ventures.

Revenue recognitionRevenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is shown net of value added tax, rebates and discounts. To the extent that invoices are raised to a different pattern than the revenue recognition described below, appropriate adjustments are made through deferred and accrued income to account for revenue when the underlying services have been performed.

Revenue from long-term contracts is detailed below. The Group’s contracts often contain both design and development and construction elements. Where these elements are each significant, the fair value of revenue is allocated to each of the two segments.


Construction contracts

Construction contract revenues are recognised in accordance with IAS 11 under the percentage of completion method. Where the outcome of a construction contract can be reliably estimated, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally assessed by management by taking into consideration all the information available at the balance sheet date. The Group’s construction contracts usually define milestone payments for the project work to be carried out. The maximum amount of revenue to be recognised for each milestone is determined by estimating relative contract fair values of each project phase. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred and where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected total loss is recognised as an expense immediately.

Design and development fees

Design and development fees are recognised in accordance with IAS 18. Design and development fees can occur either as part of a design and build contract or as services provided discretely. Where design and development services are provided discretely, contracts will typically define payment milestones aligned to the value of the service provided. Where design and development fees are provided as part of a larger contract which includes construction, such milestones are unusual. The fair value of each segment is determined, with design and development fees typically being recognised upon completion of the design and development phase. Where the outcome of a design and development contract can be estimated reliably and it is probable that the contract will be profitable, revenue and cost are recognised as the service is provided. Where it is probable that total costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. In situations where the outcome cannot be estimated reliably, revenue is recognised only to the extent of costs incurred that are recoverable.

Asset management

Asset management fees relate to the provision of services to manage property assets. Revenue is recognised in accordance with IAS 18 as the service is provided.

Property, plant and equipmentProperty, plant and equipment is stated at cost, net of depreciation and any provision for impairment. Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment, other than freehold land, on the straight-line basis over their expected useful economic lives. The period generally applicable is four years.

The residual value and the useful life of each asset are reviewed at least at each financial year end and, if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

Leased assetsLeases where the third-party lessor retains substantially all the risks and rewards of ownership are classified as operating leases.

Rentals payable under operating leases are charged to the consolidated statement of comprehensive income on a straight-line basis over the period of the lease. Associated costs, such as maintenance and insurance, are expensed as incurred. Lease incentives received are recognised in the statement of comprehensive income on a straight-line basis as an integral part of the total lease expense.

Leases where substantially all the risks and rewards of ownership are transferred to the lessee are classified as finance leases. Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net investment in the lease. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

ImpairmentAssets which have an indefinite useful life and are not subject to amortisation are tested for impairment at least annually. Other intangible assets and property, plant and equipment are reviewed for impairment whenever there is any indication that the carrying amount of the asset may not be recoverable. If the recoverable amount of an asset is less than its carrying amount, an impairment loss is recognised.

Recoverable amount is the higher of fair value less costs to sell and value in use. Value in use is assessed by discounting the estimated future cash flows that the asset is expected to generate. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.




Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, with the exception of goodwill where impairment cannot be reversed.

Work in progressWork in progress is valued at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less all estimated costs of completing the sale.

Financial instrumentsFinancial assets and liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are recognised initially at fair value plus transaction costs. Financial liabilities are recorded initially at fair value net of transaction costs.

Trade and other receivablesTrade and other receivables are initially recorded at fair value and subsequently measured at amortised cost as reduced by allowances for estimated irrecoverable amounts.

Financial liabilities and equityFinancial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Trade and other payablesTrade and other payables are not interest-bearing and are stated at their nominal value.

ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Equity instrumentsEquity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Interest-bearing borrowingsInterest-bearing borrowings are initially recognised at fair value less attributable costs. In subsequent years, the carrying amount is stated at amortised cost obtained using the effective interest rate method.

Cash and cash equivalentsCash and cash equivalents comprise cash balances and call deposits.

Income taxesThe charge for current income tax is based on the results for the period as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for on temporary differences using the liability method, with deferred tax liabilities generally being provided for in full and deferred tax assets being recognised to the extent that it is judged probable that future taxable profit will be available against which the temporary differences can be utilised and where the timing of such utilisation can be judged with reasonable accuracy.

Segmental reportingOperating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board, at which level strategic decisions are made.


Share based paymentsThe Company issues equity-settled share based payments to the executive directors and certain senior managers in the form of share options. The Company has applied the requirements of International Financial Reporting Standard (IFRS) 2 Share based payment. Equity-settled share based payments are measured at fair value at the date of grant. Options are valued using a Black-Scholes simulation. The fair value determined at the grant date of the equity-settled, share based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that are expected to vest, updated at each balance sheet date.

The Company operates a Share Incentive Plan allowing employees to buy shares in Ashley House plc. The cost of the shares is spread over the vesting period.

New and revised IFRSs in issue but not yet effectiveAt the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued but are not yet effective and had not yet been adopted by the EU:

IFRS 9 Financial Instruments (IASB effective date 1 January 2018)

IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)

IFRS 16 Leases (effective 1 January 2019)

Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations (IASB effective date 1 January 2016) (Endorsed)

Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation (IASB effective date 1 January 2016) (Endorsed)

Annual Improvements to IFRS (effective 1 January 2016) (Endorsed)

2012-2014 Cycle

IFRS 10, IFRS 12 and IAS 28 (amendments) Investment Entities: Applying the Consolidation Exception (effective 1 January 2016)

Disclosure Initiative: Amendments to IAS 1 Presentation of Financial Statements (effective 1 January 2016) (Endorsed)

Disclosure Initiative: Amendments to IAS 7 Statement of Cash Flows (effective 1 January 2017)

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods, except that IFRS 9 will impact both the measurement and disclosures of financial instruments and IFRS 15 may have an impact on revenue recognition and related disclosures. Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 and IFRS 15 until a detailed review has been completed.




1 Revenue and business segmentsThe Group’s principal activities are design and construction management, primarily operating in the Extra Care and Health sectors.

Business segments

During the year the Group reorganised its internal reporting from business activity to sector. Segmental reporting for the year ended 30 April 2016 is presented on the new reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets and expenses, cash, borrowings and current and deferred tax balances. Comparative reporting segments have been restated accordingly.

Segment information is presented below:

Extra Care Health Consolidated2016 £000 £000 £000

Revenue 10,714 10,023 20,737There are no inter-segment sales. All revenue is from external customers. Result Segment result 1,959 2,804 4,763Other operating income 581Unallocated corporate expenses (3,099)Profit from operations 2,245Unallocated depreciation and impairment (1,514)Interest receivable 1Interest payable (491)Profit before taxation 241Tax credit 6Profit after tax 247

Extra Care Health Consolidated2016 £000 £000 £000

Balance sheet

Assets

Segment assets 4,261 4,757 9,018Unallocated corporate assets 2,502Consolidated total assets 11,520Liabilities Segment liabilities (3,408) (2,597) (6,005)Unallocated corporate liabilities (1,682)Consolidated total liabilities (7,687)


1 Revenue and business segments (continued) Extra Care Health Consolidated2015 - restated £000 £000 £000

Revenue 5,070 3,314 8,384There are no inter-segment sales. All revenue is from external customers. Result Segment result (974) 891 (83)Unallocated corporate expenses (3,291)Loss from operations (3,374)Unallocated depreciation and impairment (7,645)Interest receivable 1Interest payable (868)Loss before taxation (11,886)Tax charge (16)Loss after tax (11,902)

Extra Care Health Consolidated2015 - restated £000 £000 £000

Balance sheet Assets Segment assets 5,416 3,711 9,127Unallocated corporate assets 3,709Consolidated total assets 12,836Liabilities Segment liabilities (5,843) (1,813) (7,656)Unallocated corporate liabilities (1,630)Consolidated total liabilities (9,286)

During the year ended 30 April 2016 the Group’s largest customer accounted for £8,880,000 of total revenue with £nil due at the year end. These sales represent 43% of total revenue and are included within Extra Care.




2 Operating profit/(loss) 2016 2015 £000 £000

Operating profit (2015: loss) is arrived at after crediting: Other operating income – income derived from the sale of non-core assets 581 —Operating profit (2015: loss) is arrived at after charging: Rental of premises – operating leases (see Note 20) 105 156Staff costs (see Note 3) 2,473 2,576Auditor’s remuneration (see below) 78 83

Depreciation (see Note 6) 59 66Loss on disposal of property, plant and equipment — 24

2016 2015 £000 £000

Auditor’s remuneration: Fees payable for the audit of the Group’s annual accounts 54 54Fees payable for the audit of the Group’s subsidiaries 11 11Total audit fees 65 65 Taxation compliance 13 15Other taxation advisory services — 3Total non-audit fees 13 18Total fees 78 83

Audit and non-audit fees incurred in the year ended 30 April 2016 are payable to Grant Thornton UK LLP, the Group’s current auditor (2015: Deloitte LLP, the Group’s former auditor).

3 Directors and employeesStaff costs during the year for the Group were as follows:

2016 2015 £000 £000

Wages and salaries 2,168 2,225Social security costs 229 266Pension costs – defined contribution scheme 76 85 2,473 2,576

The average number of employees of the Group during the year ended 30 April 2016 was 36 (2015: 42). The number of employees of the Group at 30 April 2016 was 34 (2015: 40), including five remunerated directors (2015: four). The directors believe no further categorisation is appropriate.

Directors’ emoluments amounted to £417,000 (2015: £462,000). Further details of emoluments paid to directors, including details of the highest paid director, are contained in the Remuneration Committee report on pages 39 to 40. The directors are deemed to be key management. Pension contributions of £15,000 were made in respect of the directors during the year ended 30 April 2016 (2015: £15,000).


4 Tax (credit)/chargeA reconciliation from the standard rate of corporation tax in the UK of 20% (2015: 20%) to the actual rate is as follows:

2016 2015 £000 £000

Profit/(loss) before tax 241 (11,886)

Profit/(loss) multiplied by standard rate of corporation tax in the UK of 20% (2015: 20%) 48 (2,378)Expenses not deductible for tax purposes 175 1,515Capital allowances in (excess)/deficit of depreciation (4) 10Adjustments relating to prior periods (6) 16Effect of tax rate changes — (158)Utilisation of tax losses upon which no deferred tax asset had been recognised (219) —Unused tax losses and tax offsets not recognised as deferred tax assets — 1,011Tax (credit)/charge for year (6) 16

Comprising:

Current income tax (6) 16

Deferred tax — —Tax (credit)/charge for year (6) 16

5 Earnings per ordinary share The calculation of the basic earnings per share is based on the profit/(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

Weighted Weighted Adjusted average Per share Adjusted average Per share PBT* Profit number amount PBT* Loss number of amount £000 £000 of shares pence £000 £000 shares pence

Basic and diluted profit/(loss) per share 247 58,355,706 0.42p (11,902) 58,319,755 (20.41)p

Profit/(loss) per share based on adjusted PBT* 1,160 58,355,706 1.99p (4,241) 58,319,755 (7.27)p

* Adjusted PBT = Profit before taxation, depreciation, impairment and other operating income.

No dividend was paid in the year ended 30 April 2016 (2015: £nil).

2016 2015




6 Property, plant and equipmentThe carrying amounts of property, plant and equipment for the periods presented in the Group’s consolidated financial statements as at 30 April 2016 are reconciled as follows:

Office equipment, furniture Motor and fixtures vehicles Total £000 £000 £000

Cost As at 1 May 2015 180 52 232Additions 66 — 66Disposals (44) — (44)As at 30 April 2016 202 52 254Accumulated depreciation As at 1 May 2015 73 37 110Charge for the year 52 7 59Disposals (44) — (44)As at 30 April 2016 81 44 125Carrying amount at 30 April 2016 121 8 129

Office equipment, furniture Motor and fixtures vehicles Total £000 £000 £000

Cost As at 1 May 2014 224 52 276Additions 122 — 122Disposals (166) — (166)As at 30 April 2015 180 52 232Accumulated depreciation As at 1 May 2014 162 24 186Charge for the year 53 13 66Disposals (142) — (142)As at 30 April 2015 73 37 110Carrying amount at 30 April 2015 107 15 122


7 Joint ventures and associatesThe Group has the following joint ventures and associates which are all incorporated in England and Wales:

Proportion held

Infracare Group Limited 100% (A shares)AHBB ELL Holdings Limited 100% (A shares)AHBB LHIL Holdings Limited 100% (A shares)IPC Plus Limited 50%Wilco Plus Limited 50%Partnering Health Limited (formerly Portsmouth Health Limited) 33%AHLP Pharmacy Limited 25%

Infracare Group Limited, AHBB ELL Holdings Limited, AHBB LHIL Holdings Limited

These companies operate in the NHS LIFT (Local Improvement Finance Trust) arena. The companies are public private partnerships which provide purpose-built premises for health and local authority services in England. The companies are jointly held and controlled with Amber Infrastructure Group (Amber). The Group owns 100% of the “A” shares in these companies, which gives control of development activities. Amber owns 100% of the “B” shares which gives control of investment activities and entitles them to protect existing income streams from underlying investments and gives them the right to future investment opportunities from the NHS LIFT pipeline of projects. Due to there being contractually agreed sharing of control, these entities are deemed to be jointly controlled entities. These companies do not trade but hold interests in underlying NHS LIFT companies:

Infracare Group Limited Bristol Infracare LIFT Limited

Oxford Infracare LIFT Limited

Dudley Infracare LIFT Limited

AHBB ELL Holdings Limited East London LIFT Investments Limited

AHBB LHIL Holdings Limited Lift Healthcare Investments Limited

Whilst geographically diverse, the above companies all provide identical services to their respective NHS bodies and are managed as one investment by the Group, and therefore form one Cash Generating Unit. These investments are presented below in aggregate as LIFTCos.

The Group jointly controls IPC Plus Limited and Wilco Plus Limited with groups of General Practitioners. These entities are engaged in providing clinical services in West Sussex and Wiltshire respectively. The Group also owns a share in Partnering Health Limited (formerly Portsmouth Health Limited) which provides clinical services in Hampshire. The company is owned with a group of General Practitioners and management. In June 2015 Partnering Health Limited undertook a rights issue in which the Group subscribed for 1,675,000 ordinary shares of 1p which were issued at par value. As a result of the rights issue, the Group’s holding in Partnering Health Limited remained at 33%. In July 2015 Ashley House plc sold its interest in Best Practice (South of England) Limited, which was held at a £nil carrying value (30 April 2015: £nil), to Partnering Health Limited for consideration of £1.

Impairment

The Group conducted an impairment review of its investments in joint ventures at 30 April 2016.

The carrying value of the LIFTCo investment was assessed against the discounted future cash flows expected to be generated by that asset. The expected future cash flows are taken from the Board’s latest projections which cover the year to 30 April 2017, extrapolated to cover the remaining life of the arrangement. The Board has assumed that cash flows remain flat in years subsequent to 2017. The expected future cash flows are discounted using the Group’s weighted average cost of capital of 12.2% (2015: 13.9%). The expected future cash flows consider the following factors: management’s expectations, based on historic experience and current knowledge of the marketplace; both industry specific and national expected growth rates; continued political uncertainty in the UK health sector. As a result of these considerations, the asset has been impaired by £1,455,000. The Board has assessed that, whilst it anticipates the LIFT arrangements may still have value at the end of their exclusivity periods, it is prudent to revise the useful economic life to 8.5 years, the average remaining period of exclusivity. The recoverable amount of the LIFTCo investment is held at value in use.

Summarised financial information

The Group owns 100% of the “A” shares in the LIFTCo companies which only gives control of development activities, and does not hold any right to the profits and net assets of the LIFTCo companies. As such the directors do not consider it necessary to disclose the summarised statement of financial position and the summarised statement of total comprehensive income.




7 Joint ventures and associates (continued)Investments in joint ventures 2016 2015 £000 £000

LIFTCos 768 2,223Other joint ventures 17 77 785 2,300Movement in joint ventures in the reporting period: Balance at 1 May 2,300 9,990Share of total comprehensive income 97 199Impairment charge (1,455) (7,555)Purchase of shares issued by joint venture 17 —Dividends received (174) (334)Balance at 30 April 785 2,300Share of comprehensive income from joint ventures: LIFTCos — —Other joint ventures 97 199 97 199

8 Deferred tax 2016 2015 £000 £000

Deferred tax asset – Corporation tax losses As at 1 May and 30 April 1,400 1,400

At the balance sheet date, the Group has unused tax losses of £10,794,000 (2015: £12,358,000) available for offset against future profits. A deferred tax asset has been recognised in respect of £7,290,000 (2015: £7,000,000) of the parent company’s trading losses, which the Company expects to recover against future taxable profits. No deferred tax asset has been recognised in respect of tax losses in both the parent company and its subsidiary companies totalling £3,504,000 (2015: £5,358,000).

9 Other receivables 2016 2015 £000 £000

Amounts due from associated companies 760 807

In July 2015 Ashley House plc sold its interest in Best Practice (South of England) Limited (‘Best Practice’) to Partnering Health Limited (‘PHL’) for consideration of £1. All amounts due to Ashley House from Best Practice were incorporated in a formalised loan, for which PHL is guarantor. The loan is interest free for the first four years, and management expects it to be repaid within this timeframe. Amounts outstanding after four years will attract interest at 4% per annum above HSBC base rate.

At 30 April 2015 all amounts due from Best Practice were included in amounts due from associated companies within non-current assets. Those amounts totalled £1,213,000 at 30 April 2015, £1,274,000 at the date of the loan commencing and £1,144,000 at 30 April 2016. The future cashflows expected to be received from this asset have been discounted to present value at the Group’s weighted average cost of capital of 12.20%, resulting in a present value discount of £384,000 at 30 April 2016 (30 April 2015: £406,000).


10 Work in progress 2016 2015 £000 £000

Work in progress 2,807 4,296

Work in progress is land held at the lower of cost and net realisable value at the balance sheet date. Work in progress with a carrying amount of £2,701,000 (2015: £3,690,000) has been pledged as security against the Group’s borrowings (see Note 14). The cost of work in progress recognised as an expense during the year was £1,489,000 (2015: £nil).

11 Trade and other receivables 2016 2015 £000 £000

Trade receivables 400 665Amounts recoverable on contracts 4,674 1,511Retentions held on contracts 351 356VAT recoverable 1 125Prepayments and other debtors 190 398 5,616 3,055

Trade receivables

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to their short-term nature. The average credit period taken is 8 days (2015: 23 days).

The following table provides analysis of trade receivables that were past due at 30 April 2016 but not impaired. Management believes that the balances are ultimately recoverable based on a review of past payment history and the current financial status of the customers. The payment position of past due trade receivables is regularly reviewed and actively managed.

Trade receivables past their due date are summarised as follows:

2016 2015 £000 £000

Past due up to 30 days 5 32Past due 31–90 days 114 —Past due over 90 days 273 27Trade receivables past due 392 59




12 Cash and cash equivalents 2016 2015 £000 £000

Cash at bank and in hand 23 856

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less.

Total cash and cash equivalents are used for the statement of Group cash flows. The carrying amount of these assets approximates to their fair value.

The cash balances held by the Group at the bank are held within current accounts and earn interest of 0.25% (2015: 0.25%) per annum below the Lloyds Bank base rate, which at 30 April 2016 was 0.50% (2015: 0.50%).

13 Trade and other payables 2016 2015 £000 £000

Trade payables 2,148 1,167Taxation and social security payables 69 72Other payables 702 702Deferred income 51 2,203Retentions held on contracts 525 364Accrued expenses 1,955 1,747 5,450 6,255

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 39 days (2015: 39 days).

The directors consider that the carrying amount of trade payables approximates to their fair value due to their short-term non-interest bearing nature.


14 Bank borrowings and overdrafts 2016 2015 £000 £000

CurrentLoan – Ashley House plc 1,300 —Loan – AH Scarborough Health Park Limited 183 883Total current borrowings 1,483 883

Non-currentLoan – Ashley House plc — 2,000 Loan – AH Scarborough Health Park Limited 527 —Total non-current borrowings 527 2,000Total borrowings 2,010 2,883

The Group has available to it a £500,000 overdraft facility provided by Lloyds Banking Group. The facility was not utilised at either 30 April 2016 or 30 April 2015. Interest on the facility is chargeable at a variable rate of 6.00% (2015: 6.00%) per annum over the bank’s base rate, which at 30 April 2016 was 0.50% (2015: 0.50%). The facility is repayable on demand and is secured by a floating charge over the Group’s assets.

AH Scarborough Health Park Limited, a wholly-owned subsidiary company, has borrowings of £710,000 (2015: £883,000) relating to a term loan with Lloyds Banking Group. Interest on the facility is chargeable at a variable rate of 4.00% (2015: 4.00%) per annum over the bank’s base rate, which at 30 April 2016 was 0.50% (2015: 0.50%). The loan is being repaid over the period to February 2019. Security comprises a first charge over a 3.7 acre site, held in work in progress at a cost of £2,476,000, and a guarantee from Ashley House plc.

Ashley House plc holds a £1,300,000 development finance loan with Novus Lending Limited, a company administered by Rockpool Investments LLP. The facility is in place until 23 November 2016 and is secured by a charge over certain of the Group’s assets, and a second charge over the land owned by AH Scarborough Health Park Limited.

15 Provisions 2016 2015Onerous lease provision £000 £000

Current 56 31

Non-current 171 117 227 148

Movement in provisions in the reporting period:

Balance at 1 May 148 —

Unwinding of discount 22 —

Utilised in the year (32) —

Created in year 89 148

Balance at 30 April 227 148 Onerous lease provisions are recognised in respect of leases held for properties which are not occupied or utilised. At 30 April 2016 the Group held two such leases (2015: one) with an unexpired lease term of 6 and 8 years respectively. The provision for onerous lease costs represents management’s best estimate of the present value of net future lease payments that the Group is obliged to make under non-cancellable leases.

16 Financial instrumentsCapital management

The business model operated by the Group is not particularly capital intensive. Construction projects are not typically owned and therefore there is little timing difference between payment and income during the construction phase. Design and development income is not normally receivable until the scheme achieves financial close and therefore brings with it a working capital requirement for the design work and overheads required to reach this position. The Group’s facilities are detailed in Note 14.

Categories of financial instruments

Financial liabilities and assets included in the balance sheet relate to the following IAS 39 categories:

2016 2015

Total for Total for Financial Non- balance Financial Non- balance liabilities at financial sheet liabilities at financial sheet amortised cost liabilities heading amortised cost liabilities heading £000 £000 £000 £000 £000 £000

Balance sheet headings – liabilities Trade payables 2,148 — 2,148 1,167 — 1,167Accrued expenses 1,955 — 1,955 1,747 — 1,747Retentions held on contracts — 525 525 — 364 364Deferred income — 51 51 — 2,203 2,203Other payables 702 — 702 702 — 702Taxation and social security payables — 69 69 — 72 72Borrowings 2,010 — 2,010 2,883 — 2,883 Provisions — 227 227 — 148 148Total 6,815 872 7,687 6,499 2,787 9,286

2016 2015

Total for Total for Non- balance Non- balance Loans and financial sheet Loans and financial sheet receivables assets heading receivables assets heading £000 £000 £000 £000 £000 £000

Balance sheet headings – assets Amounts due from associated companies 760 — 760 807 — 807Cash and cash equivalents 23 — 23 856 — 856Trade receivables 400 — 400 665 — 665Amounts recoverable on contracts 4,674 — 4,674 1,511 — 1,511Retentions held on contracts — 351 351 — 356 356VAT recoverable — 1 1 — 125 125Prepayments and other debtors — 190 190 — 398 398Total 5,857 542 6,399 3,839 879 4,718

All of the Group’s financial assets and liabilities are held at amortised cost. The directors are of the opinion that there is no material difference between the book value and the fair value of any of the Group’s assets or liabilities.





16 Financial instruments (continued)Financial risk management

The Group’s financial instruments comprise cash resources and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and interest fluctuation risk.

The Group operates solely in pounds sterling and therefore has no exchange rate risk.

The Board reviews and determines policies for managing each of these risks and they are summarised below. These policies have been consistently applied throughout the period.

Credit risk

Credit risk is the risk that the counterparty will fail to discharge its obligation.

The Group’s principal financial assets are bank balances and trade and other receivables, which represent the Group’s maximum exposure to credit risk in relation to financial assets.

The Group’s credit risk is attributable to its trade receivables of £400,000 (2015: £665,000) and amounts recoverable on contracts of £4,674,000 (2015: £1,511,000). The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and management’s assessment of the current economic environment.

Details of revenue earned from the Group’s main customer during the year are set out in Note 1.

New customers are subject to a credit assessment before entering into transactions, using external credit reference agencies where available, obtaining trade references and by reviewing their current financial position, past experience and other factors. Credit limits are reviewed on an ongoing basis and are subject to senior management overview. The payment position of past due trade receivables is regularly reviewed and actively managed. No collateral is held by the Group in relation to its financial assets.

Liquidity risk

Amounts recoverable on contracts relate to projects ongoing as at 30 April 2016. Some of the balances have not yet been invoiced in the post-balance sheet period. Management believes that the balances are recoverable based on their ongoing review of the current status of each project and the current financial status of each customer.

The Group obtains sufficient liquidity at all times by efficient cash management and by ensuring that only creditworthy customers are engaged with.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based upon the remaining period at the balance sheet date to the contractual maturity dates. The amounts disclosed in the table are the contractual undiscounted cash flows, inclusive of expected interest payments.

More than Total Carrying Up to 1 year 1–2 years 2–5 years 5 years Total discount valueAt 30 April 2016 £000 £000 £000 £000 £000 £000 £000

Non-derivative financial liabilities Borrowings 1,584 210 344 — 2,138 (128) 2,010Trade and other payables 4,805 — — — 4,805 — 4,805 6,389 210 344 — 6,943 (128) 6,815Discount (100) (19) (9) — (128) Carrying value 6,289 191 335 — 6,815


Non-derivative financial liabilities Borrowings 1,083 2,091 — — 3,174 (291) 2,883Trade and other payables 3,616 — — — 3,616 — 3,616 4,699 2,091 — — 6,790 (291) 6,499Discount (200) (91) — — (291) Carrying value 4,499 2,000 — — 6,499




16 Financial instruments (continued) More than Total Carrying Up to 1 year 1–2 years 2–5 years 5 years Total discount valueAt 30 April 2016 £000 £000 £000 £000 £000 £000 £000

Non-derivative financial assets Amount due from associated companies 20 400 724 — 1,144 (384) 760Cash and cash equivalents 23 — — — 23 — 23Trade receivables 400 — — — 400 — 400 Amounts recoverable on contracts 4,674 — — — 4,674 — 4,674 5,117 400 724 — 6,241 (384) 5,857Discount (2) (114) (268) — (384) Carrying value 5,115 286 456 — 5,857


Non-derivative financial assets Amount due from associated companies — 115 1,098 — 1,213 (406) 807Cash and cash equivalents 856 — — — 856 — 856Trade receivables 665 — — — 665 — 665 Amounts recoverable on contracts 1,511 — — — 1,511 — 1,511 3,032 115 1,098 — 4,245 (406) 3,839Discount — (26) (380) — (406) Carrying value 3,032 89 718 — 3,839

Interest rate risk

Details of the Group’s overdraft and loan liabilities, security given and interest rate exposure are set out in Note 14.

The Group is therefore exposed to fluctuations in the bank base rates. The Group seeks to minimise such risk by entering into fixed interest rate arrangements where it is financially viable to do so. The Group does not undertake interest rate hedging on its general borrowings and only considers undertaking interest rate hedging for project-specific term loans.

17 Share capital 2016 2015 £000 £000

Allotted, called up and fully paid 58,807,084 (2015: 58,319,755) ordinary shares of 1 pence each 588 583

The ordinary shares have full voting rights and are entitled to receipt of dividends. At 1 May 2014 and 30 April 2015 58,319,755New shares issued to Ashley House Share Incentive Plan 487,329At 30 April 2016 58,807,084

In March 2016 Ashley House plc launched a Share Incentive Plan under which eligible employees are able to acquire shares in the Company. During the year ended 30 April 2016 487,329 shares were issued to the plan.

Share options

The Company operates an equity-settled share option scheme under which it has granted share options to its executive directors and certain senior managers. Those outstanding at 30 April 2016 are set out below:

At 1 May 2015 Cancelled Granted At 30 April 2016J Holmes 1,100,000 (1,100,000) 2,000,000 2,000,000A J Walters 1,000,000 (1,000,000) 2,200,000 2,200,000Senior management 1,125,000 (1,125,000) 1,600,000 1,600,000Total 3,225,000 (3,225,000) 5,800,000 5,800,000

Number of shares


18 Other reserves Share-based Share payment Special premium reserve reserve £000 £000 £000

At 1 May 2015 — 22 3,491Transfer of losses of Ashley House plc for year ended 30 April 2016 — — (243)New shares issued to Ashley House Share Incentive Plan 43 — —Share-based payment credit — (12) —At 30 April 2016 43 10 3,248

Share-based Special payment reserve reserve £000 £000

At 1 May 2014 12,110 13Transfer of losses of Ashley House plc for the year ended 30 April 2015 (8,619) —Share-based payment charge — 9At 30 April 2015 3,491 22

The share premium account is amounts subscribed for issued share capital in excess of nominal value. The share-based payments reserve is the fair value of share-based payments recognised for which shares have yet to be issued. The special reserve was created following a capital restructure in the year ended 30 April 2014 in which the Company’s share premium was cancelled and allocated to the special reserve. The Company is permitted to charge future annual losses to the special reserve. Future annual profits are credited to the profit and loss reserve.

19 Capital commitmentsThe Group did not have any capital commitments at 30 April 2016 or 30 April 2015.

20 Operating lease arrangementsThe Group as lessee

At the balance sheet date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: 2016 2015 £000 £000

Less than one year 47 101Between one and five years 99 89Five years or more — 72 146 262

Lease payments recognised as an expense during the year amount to £105,000 (2015: £156,000).

The Group has operating lease commitments for certain offices. Operating lease agreements do not contain any contingent rent clauses. None of the operating lease agreements contain renewal or purchase options or any restrictions. The leases may be renewed when due.

Ashley House plc acts as lease guarantor on behalf of Partnering Health Limited, an associate company, for a 25 year lease its subsidiary Best Practice (South of England) Limited holds in respect of medical facilities at a property in Hampshire. Annual rental payable under this lease, which expires in March 2037, is £189,500. The accommodation is sublet to various medical practitioners and the directors are confident that lease costs will be fully recouped over the duration of the lease.

17 Share capital (continued)In November 2015 the Company cancelled all share options which had been granted in September 2013 and launched a new share option scheme. Under the new scheme 5,800,000 options were granted at this time to the executive directors and certain senior managers. The options have an exercise price of 9.75p and will not become exercisable unless and until the Company’s share price equals or exceeds 37p for a period of at least 90 consecutive days on or before 1 November 2023, and upon exercise is at or above the 37p threshold. The share price at 30 April 2016 was 9.25p.

The fair value of each option was calculated as 2.88p, using the Black Scholes model. The key assumptions used in this calculation were an exercise period of 8 years; a risk free rate of return of 0.65%; an expected share price volatility of 25%; and that all share options will vest and be exercised.

The Company recognised a net credit of £12,000 (2015: charge of £9,000) related to equity-settled share-based payment schemes.




21 Contingent liabilitiesUnder the terms of a loan facility held with Lloyds Banking Group to AH Scarborough Health Park Limited for £710,000 (2015: £883,000) (see Note 14), the Group provided a corporate guarantee for a principal amount of £1,800,000 plus interest and other costs, secured on the land.

22 Related party transactionsDuring the year the Group and Company traded with the following related parties:

Transactions Sale of goods and services 2016 2015 £000 £000

Joint ventures 517 1,525Other related parties 13 9

The Group earned income of £13,000 (2015: £9,000) from companies owned by Invescare Limited. Investors in Invescare Limited include Stephen Minion, Non-executive Deputy Chairman of Ashley House plc. Stephen also sits on the board of Invescare. All related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.

Balances Amounts owed Amounts owed by related parties to related parties 2016 2015 2016 2015 £000 £000 £000 £000

Joint ventures 22 70 — —Joint ventures – loans 760 807 655 655Other related parties — 2 — —

Details of directors’ remuneration, who are the key management personnel of the Group, can be found in Note 3 and the Remuneration Committee report.

23 ControlAshley House plc, a company registered in England and Wales, is the ultimate parent company of the Group



Remuneration Committee report

Unaudited informationRemuneration Committee statement

The Group’s policy on executive directors’ remuneration is to:

• attract and retain high quality executives by paying competitive remuneration packages relevant to each director’s role, experience and the external market. The packages include contributions to private medical insurance; and

• give incentive to directors to maximise shareholder value through a long-term reward approach, mainly through the award of shares, which are not exercisable immediately, against key performance indicators. The Remuneration Committee has only needed to meet once during the year to confirm director pay and conditions. The Committee will reconsider remuneration for Executive directors over the coming months.

Service agreementsNo director has a service agreement with a notice period that exceeds three months.

Audited informationDirectors’ remuneration Salaries, fees Group Salaries, fees Group and short pension and short pension term benefits contributions Total term benefits contributions Total 2016 2016 2016 2015 2015 2015 £ £ £ £ £ £

J Holmes 160,100 6,400 166,500 181,025 7,151 188,176A J Walters 180,160 7,200 187,360 165,946 6,548 172,494

R Darch (Non-executive Director until — — — 26,519 — 26,519 30 April 2015) Executive 340,260 13,600 353,860 373,490 13,699 387,189C P Lyons 40,000 — 40,000 40,000 — 40,000S G Minion 32,162 1,200 33,362 32,418 1,200 33,618 J L Moy (appointed 19 December 2014) 4,604 — 4,604 — — — A J Willetts — — — — — —

R Darch (Executive Director until — — — 16,398 — 16,398 4 August 2014) Non-executive 76,766 1,200 77,966 88,816 1,200 90,016 417,026 14,800 431,826 462,306 14,899 477,205 S G Minion and related parties were paid an additional £nil for consultancy services provided for the year to 30 April 2016 (2015: £71,000).

The total employer’s National Insurance for directors was £51,823 (2015: £58,284).



Remuneration Committee report continued

Directors’ interests

The directors who held office at the end of the financial year had the following beneficial interests in the ordinary share capital of Ashley House plc at 30 April 2016 according to the register of directors’ interests:

Number of Number of shares of shares of Percentage Percentage 1 pence 1 pence shareholding shareholding held at Acquired held at held at 30 April held at 30 30 April during 30 April 2015 (%) April 2016 2015 year 2016

J Holmes 3.58 3.64 2,088,736 54,654 2,143,390C P Lyons 0.30 0.39 176,500 50,000 226,500S G Minion 6.97 6.91 4,062,825 — 4,062,825 J L Moy 6.86 7.65 4,000,000 500,000 4,500,000A J Walters 0.99 1.08 579,000 54,654 633,654

Interests in share options

The Company operates an equity-settled share option scheme under which it has granted share options to its executive directors and certain senior managers. The options granted are cancelled in the event of the option holder leaving the Company. The options held by directors at 30 April 2016 are set out below:

At 1 May 2015 Cancelled Granted At 30 April 2016

J Holmes 1,100,000 (1,100,000) 2,000,000 2,000,000

A J Walters 1,000,000 (1,000,000) 2,200,000 2,200,000

In November 2015 the Company cancelled all share options which had been granted in September 2013 and launched a new share option scheme. Under the new scheme 5,800,000 options were granted at this time to the executive directors and certain senior managers. The options have an exercise price of 9.75p and will not become exercisable unless and until the Company’s share price equals or exceeds 37p for a period of at least 90 consecutive days on or before 1 November 2023, and upon exercise is at or above the 37p threshold.

Market value of shares Between 1 May 2015 and 30 April 2016 the shares traded in the range 3.50 pence to 13.25 pence. At 30 April 2016 the share price was 9.25 pence per share (2015: 3.88 pence per share).

Highest paid directorThe Companies Act 2006 requires certain disclosures about the remuneration of the highest paid director taking into account emoluments, gains on exercise of share options and amounts receivable under long-term incentive schemes. On this basis, the highest paid director in the year was A J Walters and details of his remuneration are disclosed on page 39.

Stephen MinionChairman of the Remuneration Committee

Date: 12 July 2016



Company balance sheetAT 30 APRIL 2016

Restated* 2016 2015 Note £000 £000

Fixed assets

Tangible assets 2 129 122Investments 3 769 2,224Deferred tax asset 4 1,400 1,400 Other debtors 5 760 807 3,058 4,553Current assets

Work in progress 6 106 106Debtors 7 7,628 6,965Cash at bank and in hand 22 852 7,756 7,923Creditors: amounts falling due within one year 8 (6,741) (6,232) Provisions 9 (42) (31)Net current assets 973 1,660Creditors: amounts falling due in more than one year 10 — (2,000) Long term provisions 9 (142) (117)Total liabilities (6,925) (8,380)Net assets 3,889 4,096 Capital and reserves

Called up share capital 11 588 583Share premium 12 43 —Share-based payment reserve 12 10 22Special reserve 12 3,248 3,491Profit and loss account — —Shareholders’ funds 3,889 4,096

* In the year to 30 April 2015 the Company paid for sites acquired by subsidiary companies totalling £1,489,000. This amount has been removed from work in progress and included within debtors at 30 April 2015 with no effect on net assets.

The financial statements were approved by the Board of directors and authorised for issue on 12 July 2016.

They were signed on its behalf by:


Company number: 02563627




Company statement of changes in equityFOR THE YEAR ENDED 30 APRIL 2016

Share-based Profit Share Share payment Special and loss capital premium reserve reserve account Total £000 £000 £000 £000 £000 £000

Note 11 12 12 12

At 1 May 2015 583 — 22 3,491 — 4,096

Total comprehensive loss for the year — — — (243) — (243)

Transactions with owners

Issue of shares to Ashley House Share Incentive Plan 5 43 — — — 48

Cancellation of previous share option scheme — — (22) — — (22)

New share option scheme charge — — 10 — — 10

At 30 April 2016 588 43 10 3,248 — 3,889

Share-based Profit Share payment Special and loss capital reserve reserve account Total £000 £000 £000 £000 £000

Note 11 12 12

At 1 May 2014 583 13 12,110 — 12,706

Total comprehensive loss for the year — — (8,619) — (8,619)

Transactions with owners

Share-based payment charge — 9 — — 9

At 30 April 2015 583 22 3,491 — 4,096



Basis of preparationThese financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

This is the first year in which the financial statements have been prepared under FRS 101. Details of the transition to FRS 101 are disclosed in Note 17 of the Company financial statements. The principal accounting policies of the Company are set out below.

Disclosure exemptions adoptedIn preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore these financial statements do not include:

• A statement of cash flows and related notes;

• A balance sheet at the beginning of the earliest comparative period;

• Disclosure of related party transactions entered into between two or more members of the Group as they are wholly owned within the Group;

• Presentation of comparative reconciliations for property, plant and equipment;

• Disclosure of key management personnel compensation;

• Capital management disclosures;

• The effect of future accounting standards not adopted;

• Certain share based payment disclosures;

• Disclosures in relation to impairment of assets; and

• Disclosures in respect of financial instruments (other than disclosures required as a result of recording financial instruments at fair value).

Going concernThe policy for going concern is detailed in the accounting policies of the consolidated financial statements of the Group.

TurnoverThe policy for turnover is detailed in the revenue recognition accounting policy of the consolidated financial statements of the Group.

Tangible fixed assets and depreciationThe policy for tangible fixed assets and depreciation is detailed in the property, plant and equipment accounting policy of the consolidated financial statements of the Group.

InvestmentsInvestments in subsidiaries are included at cost, less any provision for amounts written off to the profit and loss account.

Work in progress The policy for work in progress is detailed in the accounting policies of the consolidated financial statements of the Group.

Deferred taxationThe policy for deferred tax is detailed in the income taxes accounting policy of the consolidated financial statements of the Group.

Leased assetsCosts in respect of operating leases are charged on a straight-line basis over the lease term.

Financial instrumentsThe policy for financial instruments is detailed in the accounting policies of the consolidated financial statements of the Group.

ProvisionsThe policy for provisions is detailed in the accounting policies of the consolidated financial statements of the Group.


Notes to the Company financial statementsFOR THE YEAR ENDED 30 APRIL 2016



Notes to the Company financial statements continuedFOR THE YEAR ENDED 30 APRIL 2016

1 Profit/(loss) for the financial yearThe Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The Company’s loss for the year after tax was £243,000 (2015: £8,619,000).

Details of directors’ remuneration and employee costs are set out in Note 3 to the Group financial statements and in the Remuneration Committee report.

2 Tangible assetsDetails of the Company’s tangible assets are included in Note 6 of the consolidated financial statements of the Group.

3 Investments Subsidiary undertakings and joint ventures £000

At 1 May 2015 2,224Impairment charge in the year (1,455)Carrying amount at 30 April 2016 769

The directors have considered the carrying value of the Company’s investments as part of the impairment review of the associated investment in the Group.

The Company has investments in subsidiaries and joint ventures which are all incorporated in the United Kingdom. These are listed in the Appendix.

4 Deferred taxThe Company has recognised a deferred tax asset in respect of unused tax losses. Details are included in Note 8 of the consolidated financial statements of the Group.

5 Other debtorsDetails of the Company’s other debtors are included in Note 9 of the consolidated financial statements of the Group.

6 Work in progress Restated* 2016 2015 £000 £000

Land 106 106


7 Debtors

Restated* 2016 2015 £000 £000

Trade debtors 400 496Amounts owed by Group undertakings 2,018 3,944Amounts recoverable on contracts 5,025 2,209Prepayments and other debtors 185 316 7,628 6,965

Amounts owed by Group undertakings due in more than one year were £nil (2015: £nil).



8 Creditors: amounts falling due within one year 2016 2015 £000 £000

Trade creditors 2,150 1,167Amounts owed to Group undertakings — 11Sundry creditors, VAT and taxation payables 737 741Accrued expenses 2,503 2,110 Deferred income 51 2,203Other loans 1,300 — 6,741 6,232

The Company has available to it an overdraft facility of £500,000 provided by Lloyds Banking Group. The facility was not utilised at either 30 April 2016 or 30 April 2015. Interest on the facility is chargeable at a variable rate of 6.00% (2015: 6.00%) per annum over the bank’s base rate, which at 30 April 2016 was 0.50% (2015: 0.50%). The facility is repayable on demand and is secured by a floating charge over the Group’s assets.

9 Provisions 2016 2015Onerous lease provision £000 £000

Current 42 31 Non-current 142 117 184 148

Onerous lease provisions are recognised in respect of leases held for properties which are not occupied or utilised. At 30 April 2016 the Company held one such lease (2015: one) with an unexpired lease term of 6 years. The provision for onerous lease costs represents management’s best estimate of the present value of future lease payments that the Group is obliged to make under non-cancellable leases.

10 Creditors: amounts falling due in more than one year 2016 2015 £000 £000

Other loans — 2,000

11 Share capitalDetails of the Company’s share capital, options and warrants are included in Note 17 of the consolidated financial statements of the Group.

12 ReservesNo dividends were paid by the Company for either the year ended 30 April 2016 or the year ended 30 April 2015.

For more information about the nature and extent of the share-based payment arrangements, please see the accounting policies in the Group’s financial statements.

The nature and purpose of the Company’s reserves can be found in Note 18 of the consolidated financial statements of the Group.

13 Capital commitmentsThe Company did not have any capital commitments at 30 April 2016 or 30 April 2015.

14 Operating lease arrangementsThe Company’s commitments under operating leases are set out in Note 20 of the consolidated financial statements of the Group.

15 Contingent liabilitiesThe Company’s contingent liabilities are set out in Note 21 of the consolidated financial statements of the Group.



Notes to the Company financial statements continuedFOR THE YEAR ENDED 30 APRIL 2016

16 Related party transactionsThe Company’s related party transactions are set out in Note 22 of the consolidated financial statements of the Group. The Company is exempt under FRS 101.8(k) from disclosing transactions with other wholly-owned Group undertakings on the grounds that the Company is included in its own published consolidated financial statements.

17 Transition to FRS 101This is the first year that the Company has presented its results under FRS 101. The last financial statements under previous UK GAAP were for the year ended 30 April 2015 and the date of transition to FRS 101 was 1 May 2014. There are no changes in accounting policies which have required a restatement of the loss for the financial year ended 30 April 2015 or any changes to the presentation of the statement of financial position.

Details of investments in subsidiaries and joint ventures:

Subsidiaries

Ashley House Clinical Services Limited Ashley House plc Management services Ordinary shares of £1 each 100%

AH Scarborough Health Park Limited Ashley House plc Property development Ordinary shares of £1 each 100%

Ashley House (Capital Projects) Limited Ashley House plc Property development Ordinary shares of £1 each 100%

Neil Niblett + Associates Limited Ashley House plc Property development Ordinary shares of £1 each 100%

Sapphire Primary Care Developments Limited Ashley House plc Property development Ordinary shares of £1 each 100%

Strategic Property Solutions Limited Ashley House plc Property development Ordinary shares of £1 each 100%

AH Supported Living Limited Ashley House plc Property development Ordinary shares of £1 each 100%

Ashley House Developments Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Grimsby Willowdene Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Peterborough Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

Health and Community Ashley HouseInvestments Limited (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Retford Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Eastwood Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Danbury Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Danbury 2 Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Grimsby Winchester Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Grimsby Pelham Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

Bristol Retirement Living Extra Care Ashley HouseHousing Limited (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Harwich Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Havant Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Mayhill Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Wivenhoe Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Walton Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

Hampshire Living Space Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

Greville Dementia Care Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Leicester Tilling Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%


Appendix

Class of Nature share capital Proportion Shareholder of work held held

AH Hamelin Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

AH Belmont Limited Ashley House (Capital Projects) Limited Property development Ordinary shares of £1 each 100%

Ashley Supported Housing Limited AH Supported Living Limited Property development Ordinary shares of £1 each 100%

Joint ventures and associates

Odyssey Health Investors Limited Ashley House plc Management services Ordinary shares of £1 each 50%

Infracare Group Limited Ashley House plc Holding company Ordinary shares of £1 each 50%

AHBB LHIL Holdings Limited Ashley House plc Holding company Ordinary shares of £1 each 50%

AHBB ELL Holdings Limited Ashley House plc Holding company Ordinary shares of £1 each 50%

AHLP Pharmacy Limited Ashley House plc Pharmacy Ordinary shares of £1 each 25%

Partnering Health Limited Ashley House Clinical (formerly Portsmouth Health Limited) Services Limited Clinical services Ordinary shares of £1 each 33%

IPC Plus Limited Ashley House Clinical Services Limited Management services Ordinary shares of £1 each 50%

Wilco Plus Limited Ashley House Clinical Services Limited Management services Ordinary shares of £1 each 50%


Appendix continued


2015-2016

Class of Nature share capital Proportion Shareholder of work held heldSubsidiaries (continued)



Company information

Company registration number02563627

Registered officeUnit 1

Barnes Wallis Court Wellington Road

Cressex Business ParkHigh Wycombe HP12 3PS

Directors

SecretaryS Ronaldson

Nominated Adviser and BrokerW H Ireland Limited

24 Martin LaneLondon EC4R 0DR

BankersLloyds Banking Group

High StreetSlough

Berkshire SL1 1DH

SolicitorsSquire Patton Boggs (UK) LLP

6 Wellington PlaceLeeds LS1 4AP

AuditorsGrant Thornton UK LLP

3140 Rowan PlaceJohn Smith Drive

Oxford Business Park SouthOxford OX4 2WB

C P LyonsS G MinionA J WaltersJ HolmesJ L Moy A J Willetts

Non-executive ChairmanNon-executive Deputy Chairman

Chief ExecutiveCommercial Director

Non-executive directorNon-executive director

49

Ashley House plcUnit 1

Barnes Wallis Court Wellington Road

Cressex Business ParkHigh Wycombe HP12 3PS

www.ashleyhouseplc.com

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