Heatherdene Limited - Accounts

Registered number

04325764

Heatherdene Limited

Report and Accounts

31 December 2018

Fairman Harris

Chartered Accountants

Third Floor North

224-236 Walworth Road

London

SE17 1JE

Heatherdene Limited
Registered number:			04325764
Directors' Report
The directors present their report and accounts for the year ended 31 December 2018.
Principal activities
The The company's principal activity during the year continued to be that of operating care homes for, and providing support and accommodation to, persons with learning disabilities.
Directors
The following persons served as directors during the year:
	Eugene Kavanagh
	Aslam Dahya (Resigned on 23/11/18)
Directors' responsibilities

The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to:
●	select suitable accounting policies and then apply them consistently;
●	make judgements and estimates that are reasonable and prudent;
●	prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken 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.

Small company provisions

This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 applicable to companies subject to the small companies regime.

This report was approved by the board on 13 March 2020 and signed on its behalf.

………………………..

Eugene Kavanagh

Director

Heatherdene Limited

Independent auditor's report

to the members of Heatherdene Limited

Opinion

We have audited the accounts of Heatherdene Limited for the year ended 31 December 2018 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and notes to the accounts, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
In our opinion the accounts:
●	give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis of opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, including the FRC’s Ethical Standard, and the provisions available for small entities, in the circumstances set out below, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In accordance with the exemption provided by FRC's Ethical Standard - Provisions Available for Audits of Small Entities, we have prepared and submitted the company’s returns to the tax authorities and assisted with the preparation of the accounts.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
●	the directors' use of the going concern basis of accounting in the preparation of the accounts is not appropriate; or
●	the directors have not disclosed in the accounts any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the accounts are authorised for issue.
Other information
The other information comprises the information included in the report and accounts, other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the accounts or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
●	the information given in the directors’ report for the financial year for which the accounts are prepared is consistent with the accounts; and
●	the directors’ report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
●	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
●	the accounts 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; or
●	the directors were not entitled to prepare the accounts in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the accounts and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of accounts that are free from material misstatement, whether due to fraud or error.

In preparing the accounts, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the accounts

Our objectives are to obtain reasonable assurance about whether the accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these accounts.

A further description of our responsibilities for the audit of the accounts is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

…………………………
F Meghani
(Senior Statutory Auditor)		Third Floor North
for and on behalf of		224-236 Walworth Road
Fairman Harris		London
Accountants and Statutory Auditors
18 March 2020		SE17 1 JE

Heatherdene Limited
Profit and Loss Account
for the year ended 31 December 2018
						2018		2017
£							£
Turnover						763,894		873,681
Administrative expenses						(612,537)		(558,130)
Other operating income						34,994		8,016
Operating profit						186,351		323,567
Interest payable						(47,959)		(51,642)
Profit before taxation						138,392		271,925
Tax on profit						-		-
Profit for the financial year						138,392		271,925

Heatherdene Limited
Registered number:			04325764
Balance Sheet
as at 31 December 2018
Notes				2018			2017
£					£
Fixed assets
Intangible assets	3			184,639			216,691
Tangible assets	4			1,086,364			1,093,170
				1,271,003			1,309,861
Current assets
Debtors	5		712,578			552,936
Cash at bank and in hand			-			11,700
			712,578			564,636
Creditors: amounts falling due within one year	6		(120,943)			(86,576)
Net current assets				591,635			478,060
Total assets less current liabilities				1,862,638			1,787,921
Creditors: amounts falling due after more than one year	7			(676,247)			(739,922)
Provisions for liabilities				(2,550)			(2,550)
Net assets				1,183,841			1,045,449
Capital and reserves
Called up share capital				30,000			30,000
Share premium				60,000			60,000
Profit and loss account				1,093,841			955,449
Shareholders' funds				1,183,841			1,045,449
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
…………………………………….
Eugene Kavanagh
Director
Approved by the board on 13 March 2020

Heatherdene Limited
Notes to the Accounts
for the year ended 31 December 2018
1	Accounting policies
	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).
	Turnover
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
	Intangible fixed assets
	Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses.
	Tangible fixed assets
	Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
	Freehold Property			0%
	Fixtures, fittings and euipments			15% of net book value
	Motor Vehicles			25% of net book value
	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.
	Stocks
	Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.
	Debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
	Creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
	Provisions
	Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
	Leased assets
	A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term.
	Pensions
	Contributions to defined contribution plans are expensed in the period to which they relate.
2	Audit information
	The audit report is unqualified.
	Senior statutory auditor:	F Meghani
	Firm:	Fairman Harris
	Date of audit report:	18 March 2020
3	Intangible fixed assets							£
	Goodwill:
	Cost
	At 1 January 2018							641,048
	At 31 December 2018							641,048
	Amortisation
	At 1 January 2018							392,305
	Provided during the year							64,104
	At 31 December 2018							456,409
	Net book value
	At 31 December 2018							184,639
	At 31 December 2017							216,691
	Goodwill is being written off in equal annual instalments over its estimated economic life of 5 years.
4	Tangible fixed assets
		Land and buildings		Plant and machinery etc		Motor vehicles		Total
£			£		£		£
	Cost
	At 1 January 2018	1,048,586		96,345		21,960		1,166,891
	At 31 December 2018	1,048,586		96,345		21,960		1,166,891
	Depreciation
	At 1 January 2018	-		52,944		20,777		73,721
	Charge for the year	-		6,510		296		6,806
	At 31 December 2018	-		59,454		21,073		80,527
	Net book value
	At 31 December 2018	1,048,586		36,891		887		1,086,364
	At 31 December 2017	1,048,586		43,401		1,183		1,093,170
5	Debtors					2018		2017
£							£
	Trade debtors					25,359		53,158
	Amounts owed by group undertakings and undertakings in which the company has a participating interest					627,491		491,995
	Fees received in advance					49,058		-
	Other debtors					10,670		7,783
						712,578		552,936
6	Creditors: amounts falling due within one year					2018		2017
£							£
	Bank loans and overdrafts					13,513		66
	Trade creditors					37,707		50,448
	Taxation and social security costs					(183)		17
	Fees received in advance					-		(18,304)
	Other creditors					69,906		54,349
						120,943		86,576
7	Creditors: amounts falling due after one year					2018		2017
£							£
	Bank loans					676,247		739,922
	The bank borrowing are secured by an inter-company guarantees, debenture charge on all assets of the company and a legal charge on the company's freehold property.
8	Related party transactions
	During the year the company had balances with and/or undertook transactions with its ultimate controlling party, material details of which are as follows:
	Wesley Ltd					2018		2017
	Relationship: Ultimate controlling party				£		£
	Nature of transaction: Transfer
	Amount due from the related party					627,491		491,995
9	Controlling party
	The ultimate controlling party is Dave McCabe. Heatherdene Ltd is a wholly owned subsidiary of Wesley Limited which is in turn wholly owned by Ethika Healthcare Investments Limited 51% and Hermes Trust Limited 49%. 100% of the share capital is held in trust for Dave McCabe. Wesley Limited (Guernsey) is owned by Ethika Healthcare Investments Limited and Ethika Logistics Investment Limited which are both 100% owned by Mr Gareth O' Connell. These shares are held in trust for Mr David Mccabe.
10	Other information
	Heatherdene Limited is a private company limited by shares and incorporated in England. Its registered office is:
	Third Floor North
	224-236 Waalworth Rod
	London
	SE17 1 JE