Aspirations (Topco) Limited - Period Ending 2020-03-31

Registration number: 07155317

Aspirations (Topco) Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2020

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

Aspirations (Topco) Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3 to 4
Statement of Directors' Responsibilities	5
Independent Auditor's Report	6 to 7
Consolidated Profit and Loss Account	8
Consolidated Balance Sheet	9
Consolidated Statement of Financial Position	9
Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14 to 27

Aspirations (Topco) Limited

Company Information

Directors

C Beck M Biddulph

Registered office

10 Slingsby Place St. Martin's Courtyard London WC2E 9AB

Solicitors

Shoosmiths Apex Plaza Forbury Road Reading RG1 1SH

Bankers

HSBC Bank PLC 8 Canada Square London E14 5HQ

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

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Aspirations (Topco) Limited

Strategic Report for the Year Ended 31 March 2020

The directors present their strategic report for the year ended 31 March 2020.

On 20 June 2020, the group disposed of Aspirations Care Limited, Maymask (183) Limited, Aspirations (Midlands) Limited and New Start Supported Housing.

Principal activity

The principal activity of the company is that of a non trading holding company.

The principal activity of the group is that of the provision of specialist care services.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show an operating profit before amortisation and exceptional items of £266,351 (2019 - £1,371,436) and a loss after tax of £9,410,609 (2019 - £17,370,561). At 31 March 2020, he group had net liabilities of £46,638,720 (2019 - £37,228,111). The net liabilities owed by the group comprise almost entirely of amounts owed to the ultimate controlling party.

During the year, the group sold its remaining subsidiaries, the impact of which is detailed in note 14 to the financial statements.

Approved by the Board on 28 October 2020 and signed on its behalf by:

.........................................
C Beck
Director

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Aspirations (Topco) Limited

Directors' Report for the Year Ended 31 March 2020

The directors present their report and the for the year ended 31 March 2020.

Directors of the company

The directors who held office during the year were as follows:

C Beck

M Biddulph (appointed 2 July 2019)

C I Cameron (resigned 2 July 2019)

Financial instruments

Price risk, credit risk, liquidity risk and cash flow risk

The group's bank loans were repaid in full during the year following the sale of the subsidiaries. Since then, the group has become dormant. Consequently, the outstanding loan notes and associated accrued interest in the intermediate parent company are expected to be converted to Ordinary shares and waived respectively. All other creditors of the parent companies continue to be settled as they fall due.

Employment of disabled persons

The group's policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

The group encourages the involvement of employees in its management through regular departmental meetings.

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Aspirations (Topco) Limited

Directors' Report for the Year Ended 31 March 2020

Future developments

The group became dormant in the year following the sale of the subsidiaries.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 28 October 2020 and signed on its behalf by:

.........................................
C Beck
Director

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Aspirations (Topco) Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards have been followed, 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 and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Aspirations (Topco) Limited

Independent Auditor's Report to the Members of Aspirations (Topco) Limited

Opinion

We have audited the financial statements of Aspirations (Topco) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2020, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•	give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2020 and of the group's loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We 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 financial statements is not appropriate; or
•	the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent 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 financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements 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.

Opinion on other matter prescribed by the Companies Act 2006

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

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

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Aspirations (Topco) Limited

Independent Auditor's Report to the Members of Aspirations (Topco) Limited

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

•	adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

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

Use of our report
This report is made solely to the 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.

......................................
Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

29 October 2020

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Aspirations (Topco) Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2020

	Note	2020  £	2019  £
Turnover	3	6,472,433	24,899,519
Cost of sales		(5,090,164)	(19,269,558)
Gross profit		1,382,269	5,629,961
Administrative expenses		(1,115,918)	(4,258,525)
Group operating profit before amortisation of goodwill and exceptional costs		266,351	1,371,436
Amortisation of goodwill		-	(1,778,513)
Goodwill impairment		-	(12,372,296)
Exceptional administrative expenses		(680,616)	(704,098)
Group operating profit	4	(414,265)	(13,483,471)
Other interest receivable and similar income		1,275	-
Loss on disposal of subsidiaries	14	(8,914,249)	-
Interest payable and similar charges	8	(29,703)	(3,850,436)
Loss before tax		(9,356,942)	(17,333,907)
Taxation	10	(23,667)	(36,654)
Loss for the financial year		(9,380,609)	(17,370,561)

The above results were derived from discontinued operations.

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

(Registration number: 07155317)
Consolidated Balance Sheet as at 31 March 2020

	Note	2020  £	2019  £
Fixed assets
Intangible assets	11	-	9,877,371
Tangible assets	12	-	148,061
		-	10,025,432
Current assets
Debtors	15	34,060	3,423,680
Cash at bank and in hand		42,481	138,137
		76,541	3,561,817
Creditors: Amounts falling due within one year	16	(160,057)	(3,902,654)
Net current liabilities		(83,516)	(340,837)
Total assets less current liabilities		(83,516)	9,684,595
Creditors: Amounts falling due after more than one year	16	46,525,204	46,912,706
Capital and reserves
Called up share capital	20	950,400	950,400
Capital redemption reserve		40,000	40,000
Retained earnings		(47,599,120)	(38,218,511)
Equity attributable to owners of the company		(46,608,720)	(37,228,111)
Total capital, reserves and long term liabilities		(83,516)	9,684,595

Approved and authorised by the Board on 28 October 2020 and signed on its behalf by:

.........................................

C Beck

Director

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

(Registration number: 07155317)
Balance Sheet as at 31 March 2020

	Note	2020  £	2019  £
Fixed assets
Investments	13	825,000	825,000
Current assets
Debtors	15	165,400	165,400
Net assets		990,400	990,400
Capital and reserves
Called up share capital	20	950,400	950,400
Capital redemption reserve		40,000	40,000
Total equity		990,400	990,400

Approved and authorised by the Board on 28 October 2020 and signed on its behalf by:
 

.........................................

C Beck
Director

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2020
Equity attributable to the parent company

	Share capital £	Capital redemption reserve £	Retained earnings £	Total £
At 1 April 2019	950,400	40,000	(38,218,511)	(37,228,111)
Loss for the year	-	-	(9,380,609)	(9,380,609)
At 31 March 2020	950,400	40,000	(47,599,120)	(46,608,720)

	Share capital £	Capital redemption reserve £	Retained earnings £	Total £
At 1 April 2018	950,400	40,000	(20,847,950)	(19,857,550)
Loss for the year	-	-	(17,370,561)	(17,370,561)
At 31 March 2019	950,400	40,000	(38,218,511)	(37,228,111)

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

Statement of Changes in Equity for the Year Ended 31 March 2020

	Share capital £	Capital redemption reserve £	Total £
At 1 April 2019 and at 31 March 2020	950,400	40,000	990,400

	Share capital £	Capital redemption reserve £	Total £
At 1 April 2018 and at 31 March 2019	950,400	40,000	990,400

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2020

	Note	2020  £	2019  £
Cash flows from operating activities
Loss for the year		(9,380,609)	(17,370,561)
Adjustments to cash flows from non-cash items
Depreciation and amortisation	4	30,788	1,913,379
Goodwill impairment		-	12,372,296
Finance income		(1,275)	-
Finance costs	8	29,703	3,850,436
Corporation tax	10	(23,667)	(36,654)
Loss on disposal of subsidiaries		8,914,249	-
		(479,011)	729,496
Working capital adjustments
Decrease/(increase) in trade and other receivables	15	499,336	(83,548)
Increase in trade and other payables	16	1,067,534	104,904
Cash generated from operations		1,566,870	(750,852)
Income taxes paid	10	(189,155)	(7,070)
Net cash flow from operating activities		(9,559,238)	743,782
Cash flows from investing activities
Interest received		1,275	-
Acquisitions of property plant and equipment		-	(91,914)
Proceeds from sale of subsidiary companies (net of cash disposed and professional fees)		4,238,939	-
Net cash flows from investing activities		4,240,214	(91,914)
Cash flows from financing activities
Interest paid	8	(29,703)	(3,850,436)
Repayment of bank borrowing		(4,715,800)	(548,000)
Net cash flows from financing activities		(4,745,503)	(4,398,436)
Net increase/(decrease) in cash and cash equivalents		441,615	(3,746,568)
Cash and cash equivalents at 1 April		(399,134)	(260,864)
Cash and cash equivalents at 31 March		42,481	(4,007,432)

The notes on pages 14 to 27 form an integral part of these financial statements.
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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
10 Slingsby Place
St. Martin's Courtyard
London
WC2E 9AB

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The group's bank loans were repaid in full during the year following the sale of the subsidiaries. Since then the group has become dormant. Consequently, the outstanding loan notes and associated accrued interest in the intermediate parent company are expected to be converted to Ordinary shares and waived respectively. All other creditors of the parent companies continue to be settled as they fall due.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2020.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover represents the amounts chargeable during the year for the provision of care services. Where the amount covers the balance sheet date, the amount is apportioned over the period to which it relates.

The group recognises revenue when the amount of revenue can be reliably measured; it is probable that the future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Leasehold properties	Over the term of the lease
Furniture, fittings and equipment	25% of cost / 25% reducing balance
Motor vehicles	25% reducing balance

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Goodwill	Over 20 years

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All debtors are repayable within one year and are hence included at the discounted amount of cash expected to be received. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Trade payables

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. All creditors are repayable within one year and are hence included at the undiscounted amount of the cash expected to be received. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest bearing borrowings are initially recorded at fair value, net of transaction costs. Interest bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Defined benefit pension obligation

The company set up a defined benefit contribution scheme for certain employees in October 2010, following their transfer of employment to the company from an NHS trust. The scheme transactions and balances are considered not to be material and a full valuation has not been performed and accounted for in accordance with the requirements of FRS17.

In the current period there is no net cost to the company charged to the profit and loss account, as all employer contributions have been refunded by the previous employer of the employees for whom the scheme was established.

In subsequent accounting periods, if material, the cost of providing benefits under the defined benefit pension plan will be determined in accordance with FRS17, using the projected unit method, which attributed entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and will be based on actuarial advice. Past service costs will be recognised in the profit and loss account on a straight line basis over the vesting period or immediately if the benefits have vested. When a settlement or curtailment occurs, the change in the present value of the scheme liabilities and the fair value of the plan assets will reflect the gain or loss which is recognised in the profit and loss account. Losses will be measured at the date that the employer becomes demonstrably committed to the transaction and gains when all parties whose consent is required are irrevocably committed to the transaction.

The interest element of the defined benefit cost will represent the change in the present value of the scheme obligations relating from the passage of time, and will be determined by applying the discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the year. The difference between the expected return on plan assets and the interest costs will be recognised in the profit and loss account as other finance income or expenses.

Actuarial gains and losses will be recognised in full in the statement of recognised gains and loss in the period in which they occur.

The defined benefit pension liability in the balance sheet will comprise the present value of the defined obligation (using the discount rate based on high quality corporate bonds), less any past service cost not yet recognised and less the fair value of plan assets out of which the obligations are to be settled directly. Fair value will be based on market price information and in the case of quoted services will be the current bid price.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet, The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial assets or financial liabilities are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and liabilities are only offset in the statement of financial position when, and only when, there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non-financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a 'CGU' is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

3

Revenue

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

4

Operating profit

Arrived at after charging

	2020  £	2019  £
Depreciation expense	30,788	135,466
Operating lease expense - property	491,070	1,847,755
Operating lease expense - plant and machinery	3,176	17,410
Auditor's remuneration - The audit of the group's annual accounts	6,500	28,750
Auditor's remuneration - Non audit work	480	12,000

5

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	2020  £	2019  £
Wages and salaries	4,623,383	17,297,599
Social security costs	379,166	1,454,124
Pension costs, defined contribution scheme	97,763	316,083
	5,100,312	19,067,806

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

	2020  No.	2019  No.
Care	953	956
Administration	46	36
	999	992

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2020  No.	2019  No.
Directors	2	3

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

6

Directors' remuneration

The directors' remuneration for the year was as follows:

	2020 £	2019 £
Remuneration	78,168	155,401
Contributions paid to money purchase schemes	-	514
	78,168	155,915

£75,000 was also paid to the directors on successful completion of the transaction. These salaries are shown within exceptional items in the financial statements.

7

Exceptional items

	2020		2019
	£		£
Exceptional administrative expenses	680,616		704,098

Exceptional administrative expenses in 2019 relate to redundancy payments and other non-recurring costs.

Exceptional items in 2020 relate to staff bonuses paid on the disposal of subsidiaries of £295,504, dilapidation and lease renewal fees of £259,265, and other non-recurring expenditure of £125,847.

8

Interest payable and similar expenses

	2020  £	2019  £
Interest on bank borrowings	29,703	242,138
Interest on other loans	-	3,608,298
	29,703	3,850,436

9

Auditors' remuneration

	2020  £	2019  £
Audit of these financial statements	6,500	28,750
Other fees to auditors
All other non-audit services	480	12,000

 

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

10

Income tax

Tax charged in the profit and loss account

	2020  £	2019  £
Current taxation
UK corporation tax	23,667	105,229
UK corporation tax adjustment to prior periods	-	(68,575)
	23,667	36,654

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2019 - higher than the standard rate of corporation tax in the UK) of 19% (2019 - 19%).

The differences are reconciled below:

	2020  £	2019  £
Loss before tax	(9,356,942)	(17,333,907)
Corporation tax at standard rate	(1,782,398)	(3,293,442)
Effect of expense not deductible in determining taxable profit (tax loss)	1,693,707	3,373,484
Deferred tax credit from unrecognised temporary difference from a prior period	-	(68,575)
Tax increase from effect of capital allowances and depreciation	-	25,187
Other timing differences	112,358	-
Total tax charge	23,667	36,654

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

11

Intangible assets

Group

	Goodwill  £
Cost
At 1 April 2019	35,661,253
Disposals	(35,661,253)
At 31 March 2020	-
Amortisation
At 1 April 2019	25,783,882
Amortisation eliminated on disposals	(25,783,882)
At 31 March 2020	-
Carrying amount
At 31 March 2020	-
At 31 March 2019	9,877,371

Details of disposals are disclosed in note 14 to the financial statements.

12

Tangible fixed assets

Group

	Leasehold land and buildings £	Furniture, fittings and equipment  £	Motor vehicles  £	Total £
Cost
At 1 April 2019	706,843	903,540	(12,962)	1,597,421
Disposals	(706,843)	(903,540)	12,962	(1,597,421)
At 31 March 2020	-	-	-	-
Depreciation
At 1 April 2019	665,927	787,165	(3,732)	1,449,360
Charge for the year	6,166	24,622	-	30,788
Eliminated on disposal	(672,093)	(811,787)	3,732	(1,480,148)
At 31 March 2020	-	-	-	-
Carrying amount
At 31 March 2020	-	-	-	-
At 31 March 2019	40,916	116,375	(9,230)	148,061

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

13

Investments

Company

	2020  £	2019  £
Investments in subsidiaries	825,000	825,000

Subsidiaries	£
Cost and net book value
At 1 April 2019 and at 31 March 2020	825,000

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2020	2019

Subsidiary undertakings
Aspirations (Bidco) Limited		Ordinary	100%	100%
	England and Wales
New Start Supported Housing		Ordinary	0%	100%
	England and Wales
Aspirations Care Limited		Ordinary	0%	100%
	England and Wales
Aspirations (Midlands) Limited		Ordinary	0%	100%
	England and Wales
Maymask (183) Limited		Ordinary	0%	100%
	England and Wales

The principal activity of Aspirations (Bidco) Limited is that of an intermediate holding company.

The principal activity of New Start Supported Housing is the provision of accommodation.

The principal activity of Aspirations Care Limited is the provision of adult supported living services.

The principal activity of Aspirations (Midlands) Limited is the provision of adult supported living services.

The principal activity of Maymask (183) Limited is that of an intermediate holding company

14

Disposal of subsidiary

On 20 June 2020, the group disposed of its interest in Aspirations Care Limited, Maymask (183) Limited, Aspirations (Midlands) Limited and New Start Supported housing. The loss on disposal of these companies was £5,305,951, arising from proceeds of £4,836,784 (net of professional fees of £598,063) less goodwill disposed of £9,877,371 and tangible net assets disposed of £265,364.

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

15

Debtors

	Group		Company
	2020  £	2019  £	2020  £	2019  £
Trade debtors	2,774	2,321,676	-	-
Amounts owed by group undertakings	-	-	165,000	165,000
Accrued income	-	732,650	-	-
Other receivables	31,286	194,264	400	400
Prepayments and accrued income	-	175,090	-	-
Total current trade and other receivables	34,060	3,423,680	165,400	165,400

16

Creditors

		Group		Company
	Note	2020  £	2019  £	2020  £	2019  £
Due within one year
Trade creditors		-	595,484	-	-
Loans and borrowings	17	-	1,257,271	-	-
Social security and other taxes		-	304,845	-	-
Other payables		135,185	568,601	-	-
Accrued expenses		24,872	892,532	-	-
Corporation tax liability		-	283,921	-	-
		160,057	3,902,654	-	-
Due after one year
Loans and borrowings	17	28,866,380	32,862,180	-	-
Accruals		17,658,824	14,050,526	-	-
		46,525,204	46,912,706	-	-

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

17

Loans and borrowings

	Group		Company
	2020  £	2019  £	2020  £	2019  £
Current loans and borrowings
Bank loans	-	720,000	-	-
Bank overdrafts	-	537,271	-	-
	-	1,257,271	-	-

	Group		Company
	2020  £	2019  £	2020  £	2019  £
Non-current loans and borrowings
Bank loans	-	3,995,800	-	-
Other loans	28,866,380	28,866,380	-	-
Accruals	17,658,824	14,050,526	-	-
	46,525,204	46,912,706	-	-

The bank loan facilities were repaid in full in June 2019, following the sale of the subsidiaries.

Included in the analysis of unsecured loan notes is £28,866,380 (2019 - £28,866,380) repayable in full on 31 March 2017. Interest is levied at the rate of 12.5% per annum. The loan notes together with accrued interest disclosed separately above have continued to be shown within non-current loans and borrowings on the basis that the loan note holder has agreed to defer any capital repayments until at least after 1 May 2021.

18

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

	2020 £	2019 £
Not later than one year	-	168,659
Later than one year and not later than five years	-	71,787
Later than five years	-	51,386
	-	291,832

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £97,763 (2019 - £316,083).

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Aspirations (Topco) Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

20

Share capital

Allotted, called up and fully paid shares

	2020		2019
	No.	£	No.	£
Ordinary shares of £1 each	235,000	235,000	235,000	235,000
Ordinary A shares of £1 each	715,000	715,000	715,000	715,000
Ordinary B shares of £0.01 each	40,000	400.00	40,000	400.00
	990,000	950,400	990,000	950,400

Rights, preferences and restrictions

The Ordinary and Ordinary A shares rank pari passu in all respects, other than as detailed in the company's Articles of Association.

21

Contingent assets

In a prior year, various subsidiaries were disposed of, and there was potential additional consideration not recognised of £770,000. This consideration is payable to the group, subject to whether any future liabilities arise in those subsidiaries in relation to a HMRC compliance issue. Any liabilities arising following completion of the HMRC review will be deducted from the amount due to the group and no amount will be paid to the group by the acquirer of those subsidiaries until the issue has been concluded. As at the date of sign off of the financial statements, the potential additional consideration had reduced to £689,611 (2019 - £720,000) due to additional liabilities arising since the disposal.

During the current year, the remaining subsidiaries were disposed of, and there was potential additional consideration not recognised of £4,544,596. This consideration is payable to the group, subject principally to whether any future liabilities arise in those subsidiaries in relation to the HMRC compliance issue. Any liabilities arising following completion of the HMRC review will be deducted from the amount due to the group and no amount will be paid to the group by the acquirer of those subsidiaries until the issue has been concluded.

22

Related party transactions

During the year £3,608,298 (2019 - £3,608,298) of loan note interest was accrued at a rate of 12.5% per annum on the loan notes owed to the company's ultimate controlling party, August Equity Partners II GP Limited. During the year, the company accrued monitoring fees of £15,000 (2019 - £90,000) to August Equity LLP, a connected party of August Equity Partners II GP Limited. The total monitoring fees owing to August Equity LLP as at 31 March 2020 amounted to £15,000 (2019 - £450,000). The group owed £140,890 (2019 - £nil) to August Equity LLP as at 31 March 2020 in respect of monies lent to the company to fund ongoing costs.

23

Parent and ultimate parent undertaking

The company is controlled by August Equity Partners II GP Limited, a company registered in Scotland, which is considered to have no single controlling party.

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