Windmill Care Group Limited - Limited company accounts 20.1
Windmill Care Group Limited - Limited company accounts 20.1
| REGISTERED NUMBER: 12295132 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 |
| FOR |
| WINDMILL CARE GROUP LIMITED |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 DECEMBER 2021 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 18 |
| WINDMILL CARE GROUP LIMITED |
| COMPANY INFORMATION |
| for the Year Ended 31 DECEMBER 2021 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| and Statutory Auditor |
| 61 Queen Square |
| Bristol |
| BS1 4JZ |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| GROUP STRATEGIC REPORT |
| for the Year Ended 31 DECEMBER 2021 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2021. |
| PRINCIPAL ACTIVITY |
| The company purchased the entire share capital of Windmill Care Limited and a 33% stake in Windmill Care (2015) Limited in March 2020. The principal activity of the group in the period under review was that of providing residential care facilities for the elderly, with two residential homes in Windmill Care Limited. |
| REVIEW OF BUSINESS |
| The group turnover for 2021 was £5.1m, with the turnover of Windmill Care Limited decreasing by £89,090 (1.7%) compared to its previous full financial year. A further £209,394 was received in Government grants during the year, to support residential homes and to enable us to meet the additional costs of infection control during the Coronavirus pandemic. |
| The group generated and retained strong profit levels from this level of trading activity and the net asset position of the group was strong, with net assets of £2.0m being retained at the year end after £150,000 dividends. |
| Both of the residential homes operated have maintained good occupancy levels during the year and continue to have an excellent reputation both in the community and with industry professionals. Both homes have received a 'Good' rating in their last inspections by the CQC, including the latest for Osbourne Court in April 2022.. |
| The underlying cash generated from operations has been strong at £3.9m (2020: £3.9m generated) and is expected to remain strong in the year to 31 December 2022. |
| The directors are satisfied with the performance of the group during the period and with the position at the period end. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group finances its operations through the generation of cash from operating activities and bank borrowings are utilised to fund capital projects to enhance the property asset base. The group only has interest rate exposure on financial liabilities in relation to a long term loans secured on property. Management monitor the group's exposure to interest rate risk as market interest rates vary and against the value of the asset base of the group and consider the use of appropriate facilities such as interest rate caps to mitigate this risk. |
| Liquidity risk is managed through forecasting the future cash flow requirements of the business and maintaining sufficient bank balances. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| GROUP STRATEGIC REPORT |
| for the Year Ended 31 DECEMBER 2021 |
| GOING CONCERN |
| No material uncertainties that cast significant doubt about the ability of the company and group to continue as a going concern have been identified by the directors. |
| ON BEHALF OF THE BOARD: |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 DECEMBER 2021 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2021. |
| DIVIDENDS |
| Dividends of £150,000 were paid in the year ended 31 December 2021. No final dividend is proposed by the directors. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the 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; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 DECEMBER 2021 |
| AUDITORS |
| The auditors, Burnside, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WINDMILL CARE GROUP LIMITED |
| Opinion |
| We have audited the financial statements of Windmill Care Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 December 2021 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WINDMILL CARE GROUP LIMITED |
| 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| WINDMILL CARE GROUP LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| An understanding of the legal and regulatory framework applicable to the entity was obtained from management and those charged with governance of the entity and its subsidiaries, and the audit engagement team was confirmed to have the appropriate competence and capabilities to identify non-compliance with such a framework. |
| No significant instances of fraud, non-compliance with laws and regulations or other irregularities were communicated to the engagement team by management or those charged with governance, and no particular audit areas or legislation were identified that gave rise to any significant risks of material misstatement in respect of such irregularities. |
| Due to the size and nature of the entity, its susceptibility to material misstatement resulting from fraud, non-compliance with laws and regulations, or other irregularities is considered to be low, and the audit approach was appropriately planned so as to address this risk. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Chartered Accountants |
| and Statutory Auditor |
| 61 Queen Square |
| Bristol |
| BS1 4JZ |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONSOLIDATED INCOME STATEMENT |
| for the Year Ended 31 DECEMBER 2021 |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| Notes | £ | £ |
| TURNOVER | 5,138,571 | 4,227,835 |
| Cost of sales | 3,609,833 | 2,264,226 |
| GROSS PROFIT | 1,528,738 | 1,963,609 |
| Administrative expenses | 1,293,511 | 1,170,097 |
| 235,227 | 793,512 |
| Other operating income | 459,394 | 583,918 |
| GROUP OPERATING PROFIT | 4 | 694,621 | 1,377,430 |
| Share of operating profit in |
| Associate | 355,960 | 241,575 |
| Amortisation of goodwill |
| Associate | (155,838 | ) | (126,033 | ) |
| Interest receivable and similar income | 20,844 | 67,873 |
| 915,587 | 1,560,845 |
| Interest payable and similar expenses | 5 | 136,201 | 80,573 |
| PROFIT BEFORE TAXATION | 779,386 | 1,480,272 |
| Tax on profit | 6 | 308,020 | 415,095 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 471,366 | 1,065,177 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| for the Year Ended 31 DECEMBER 2021 |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 471,366 | 1,065,177 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
471,366 |
1,065,177 |
| Total comprehensive income attributable to: |
| Owners of the parent | 471,366 | 1,065,177 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2021 |
| 2021 | 2020 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 10,458,940 | 11,033,883 |
| Tangible assets | 10 | 6,604,511 | 6,723,224 |
| Investments | 11 |
| Interest in associate | 3,506,185 | 3,381,929 |
| 20,569,636 | 21,139,036 |
| CURRENT ASSETS |
| Debtors | 12 | 1,060,743 | 1,999,584 |
| Cash at bank and in hand | 830,654 | 2,796,516 |
| 1,891,397 | 4,796,100 |
| CREDITORS |
| Amounts falling due within one year | 13 | 3,378,642 | 4,559,512 |
| NET CURRENT (LIABILITIES)/ASSETS | (1,487,245 | ) | 236,588 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
19,082,391 |
21,375,624 |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
(17,537,138 |
) |
(20,157,749 |
) |
| PROVISIONS FOR LIABILITIES | 16 | (233,650 | ) | (227,638 | ) |
| NET ASSETS | 1,311,603 | 990,237 |
| CAPITAL AND RESERVES |
| Called up share capital | 17 | 60 | 60 |
| Retained earnings | 18 | 1,311,543 | 990,177 |
| SHAREHOLDERS' FUNDS | 1,311,603 | 990,237 |
| The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2022 and were signed on its behalf by: |
| Mrs S L Ashcroft - Director |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2021 |
| 2021 | 2020 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 4,391,830 | 4,147,016 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 DECEMBER 2021 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 60 | - | 60 |
| Dividends | - | (75,000 | ) | (75,000 | ) |
| Total comprehensive income | - | 1,065,177 | 1,065,177 |
| Balance at 31 December 2020 | 60 | 990,177 | 990,237 |
| Changes in equity |
| Dividends | - | (150,000 | ) | (150,000 | ) |
| Total comprehensive income | - | 471,366 | 471,366 |
| Balance at 31 December 2021 | 60 | 1,311,543 | 1,311,603 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 DECEMBER 2021 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2020 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2021 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 DECEMBER 2021 |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 3,909,880 | 3,928,028 |
| Government grants received | 209,394 | 179,546 |
| Tax paid | (472,041 | ) | (334,013 | ) |
| Net cash from operating activities | 3,647,233 | 3,773,561 |
| Cash flows from investing activities |
| Purchase of fixed asset investments | - | (3,316,500 | ) |
| Acquisition of subsidiary | - | (16,122,498 | ) |
| Interest received | 1,469 | 67,873 |
| Net cash from investing activities | 1,469 | (19,371,125 | ) |
| Cash flows from financing activities |
| Deferred consideration for acquisitions | - | 18,800,000 |
| Loan repayments in year | (14,355,363 | ) | (252,114 | ) |
| New loans in year | 9,027,000 | - |
| Share issue | - | 60 |
| Interest paid | (136,201 | ) | (78,866 | ) |
| Equity dividends paid | (150,000 | ) | (75,000 | ) |
| Net cash from financing activities | (5,614,564 | ) | 18,394,080 |
| (Decrease)/increase in cash and cash equivalents | (1,965,862 | ) | 2,796,516 |
| Cash and cash equivalents at beginning of year |
2 |
2,796,516 |
- |
| Cash and cash equivalents at end of year |
2 |
830,654 |
2,796,516 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 DECEMBER 2021 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Profit before taxation | 779,386 | 1,480,272 |
| Depreciation charges | 693,656 | 562,628 |
| Associate profit recognised | (200,122 | ) | (115,542 | ) |
| Government grants | (209,394 | ) | (179,546 | ) |
| Finance costs | 136,201 | 80,573 |
| Finance income | (20,844 | ) | (67,873 | ) |
| 1,178,883 | 1,760,512 |
| Decrease in trade and other debtors | 994,198 | 1,415,747 |
| Increase in trade and other creditors | 1,736,799 | 751,769 |
| Cash generated from operations | 3,909,880 | 3,928,028 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2021 |
| 31.12.21 | 1.1.21 |
| £ | £ |
| Cash and cash equivalents | 830,654 | 2,796,516 |
| Period ended 31 December 2020 |
| 31.12.20 | 4.11.19 |
| £ | £ |
| Cash and cash equivalents | 2,796,516 | - |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 DECEMBER 2021 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.21 | Cash flow | At 31.12.21 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 2,796,516 | (1,965,862 | ) | 830,654 |
| 2,796,516 | (1,965,862 | ) | 830,654 |
| Debt |
| Debts falling due within 1 year | (359,102 | ) | (92,248 | ) | (451,350 | ) |
| Debts falling due after 1 year | (4,157,749 | ) | (4,079,389 | ) | (8,237,138 | ) |
| (4,516,851 | ) | (4,171,637 | ) | (8,688,488 | ) |
| Total | (1,720,335 | ) | (6,137,499 | ) | (7,857,834 | ) |
| 4. | ACQUISITION OF BUSINESS |
| A 100% shareholding in Windmill Care Limited was acquired on 10 March 2020 for a cost of £20,100,000, to be settled in cash over a period of up to 17 years. The fair values of the acquired company's Balance Sheet on acquisition were (in £ ): |
| Fixed assets 6,821 |
| Debtors 3,415 |
| Cash 3,977 |
| Bank loans (4,769) |
| Other liabilities (623) |
| Deferred tax (220) |
| 8,601 |
| Goodwill of £11,498,864 was recognised on this acquisition, which is being amortised over 20 years, being the directors' estimate of its useful life. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 DECEMBER 2021 |
| 1. | STATUTORY INFORMATION |
| Windmill Care Group Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The current period is for the year ended 31 December 2021. The comparative period is for the period from incorporation, on 4 November 2019, to 31 December 2020. Trading began on 10 March 2020 when the company purchased its investment in Windmill Care Limited. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover represents net invoiced sales of services supplied to customers during the period. |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Freehold property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Government grants |
| The group has received Government grants during the year, both from the Adult social care infection control fund to support care homes against coronavirus and from the Workforce Development Fund towards quality training. Grants receivable and relating to the accounting period have been recognised as Other Operating Income under the accruals method. |
| Investments in associates |
| Investments in associates are initially recognised at cost, then using the equity method. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| 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. |
| Going concern |
| The company and group was profitable in the period and has healthy net current assets and net assets at the Balance Sheet date. The group has remained profitable in the period up to the signing of these financial statements. |
| In our opinion, the company and group are going concerns and the period over which we have considered its ability to continue as a going concern is at least 12 months from the date of signing the financial statements. We have also assessed the next twelve months as best we can given the ongoing situation with COVID-19. |
| This assessment is based upon knowledge of occupancy levels and the group's on-going cost base projecting performance, cash generation and the availability of banking and other facilities to meet the needs of the business. |
| We fully expect that the company will remain a going concern and we will endeavour to ensure that the c group has sufficient working capital to meet its requirements for the foreseeable future. We will continue to carefully monitor the situation and have alternative plans in place should the need arise. |
| In light of the above, we have reviewed the going concern status of the business for the foreseeable future to the best of our abilities and have concluded that we have a reasonable expectation that the company and group has more than adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis of accounting in preparing the financial statements. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and liabilities are recognised in the balance sheet when the group becomes party to the contractual provisions of the instrument. |
| Trade and other debtors and creditors are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group not be able to collect all amounts due. |
| Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the group's cash management. |
| Financial liabilities and equity instruments issued by the group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the group are recorded at the proceeds received, net of any direct issue costs. |
| Interest bearing bank loans, overdrafts and other loans which meet the criteria of basic financial instruments are initially recorded at the present value of cash payable to the bank, usually being equivalent to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method. |
| Non-basic financial instruments are held at fair value and revalued at each period end. Any gains or losses on the fair value of non-basic financial instruments is recorded through profit and loss. |
| Employee benefits |
| Short term employee benefits including holiday pay and annual bonuses are accrued as services are rendered. Contributions to defined contribution pension schemes are charged to the income statement as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the period and those actually paid are shown as either accruals or prepayments in the balance sheet. |
| Significant judgements and estimates |
| The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period. The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date are discussed below. |
| Tangible fixed assets |
| Determining the period over which to depreciate different classes of tangible assets requires management to make an estimate of the useful economic life of these assets. Management are also required to estimate the residual value of property, which will have an effect on the amount of depreciation charged. |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 3. | EMPLOYEES AND DIRECTORS |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Wages and salaries | 3,094,204 | 1,869,085 |
| Social security costs | 149,111 | 113,886 |
| Other pension costs | 41,222 | 29,651 |
| 3,284,537 | 2,012,622 |
| The average number of employees during the year was as follows: |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| Directors and management | 3 | 3 |
| Residential care staff | 133 | 138 |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Directors' remuneration | 53,327 | 42,608 |
| Directors' pension contributions to money purchase schemes | 1,319 | 985 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Depreciation - owned assets | 118,713 | 97,647 |
| Goodwill amortisation | 574,943 | 464,981 |
| Auditors' remuneration | 8,080 | 8,844 |
| Other non- audit services | 14,182 | 24,452 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| HM Revenue & Customs interest | (255 | ) | 5,513 |
| Loan interest | 136,456 | 73,353 |
| Other interest payable | - | 1,707 |
| 136,201 | 80,573 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Current tax: |
| UK corporation tax | 226,142 | 357,660 |
| Associates corporation tax | 70,876 | 48,030 |
| Total current tax | 297,018 | 405,690 |
| Deferred tax: |
| Deferred tax | 6,012 | 7,322 |
| Associates deferred tax | 4,990 | 2,083 |
| Total deferred tax | 11,002 | 9,405 |
| Tax on profit | 308,020 | 415,095 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Profit before tax | 779,386 | 1,480,272 |
| Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2020 - 19 %) |
148,083 |
281,252 |
| Effects of: |
| Expenses not deductible for tax purposes | 4,550 | 12,110 |
| Depreciation in excess of capital allowances | 16,539 | 9,440 |
| Amortisation of goodwill not allowable | 138,848 | 112,293 |
| Total tax charge | 308,020 | 415,095 |
| 7. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 8. | DIVIDENDS |
| Period |
| 4.11.19 |
| Year Ended | to |
| 31.12.21 | 31.12.20 |
| £ | £ |
| Ordinary A shares of £1 each |
| Interim | 50,000 | 25,000 |
| Ordinary B shares of £1 each |
| Interim | 50,000 | 25,000 |
| Ordinary C shares of £1 each |
| Interim | 50,000 | 25,000 |
| 150,000 | 75,000 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 January 2021 |
| and 31 December 2021 | 11,498,864 |
| AMORTISATION |
| At 1 January 2021 | 464,981 |
| Amortisation for year | 574,943 |
| At 31 December 2021 | 1,039,924 |
| NET BOOK VALUE |
| At 31 December 2021 | 10,458,940 |
| At 31 December 2020 | 11,033,883 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Freehold | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2021 |
| and 31 December 2021 | 6,772,519 | 2,526 | 45,233 | 593 | 6,820,871 |
| DEPRECIATION |
| At 1 January 2021 | 89,488 | 425 | 7,608 | 126 | 97,647 |
| Charge for year | 110,651 | 420 | 7,525 | 117 | 118,713 |
| At 31 December 2021 | 200,139 | 845 | 15,133 | 243 | 216,360 |
| NET BOOK VALUE |
| At 31 December 2021 | 6,572,380 | 1,681 | 30,100 | 350 | 6,604,511 |
| At 31 December 2020 | 6,683,031 | 2,101 | 37,625 | 467 | 6,723,224 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 11. | FIXED ASSET INVESTMENTS |
| Group |
| Interest |
| in |
| associate |
| £ |
| COST |
| At 1 January 2021 | 3,381,929 |
| Share of profit/(loss) | 124,256 |
| At 31 December 2021 | 3,506,185 |
| NET BOOK VALUE |
| At 31 December 2021 | 3,506,185 |
| At 31 December 2020 | 3,381,929 |
| Company |
| Shares in | Interest |
| group | in |
| undertakings | associate | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2021 |
| and 31 December 2021 | 23,416,500 |
| NET BOOK VALUE |
| At 31 December 2021 | 23,416,500 |
| At 31 December 2020 | 23,416,500 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Jenna House, 15 Old Sneed Park, Bristol BS9 1RG |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2021 | 2020 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Associated company |
| Registered office: Jenna House, 15 Old Sneed Park, Bristol BS9 1RG |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2021 | 2020 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year/period |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| 2021 | 2020 |
| £ | £ |
| Trade debtors | 297,639 | 386,680 |
| Other debtors | 727,122 | 1,612,904 |
| Tax | 35,982 | - |
| 1,060,743 | 1,999,584 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2021 | 2020 | 2021 | 2020 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 15) | 451,350 |
359,102 |
| Trade creditors | 64,645 | 58,227 |
| Corporation tax | - | 209,917 |
| Social security and other taxes | 41,577 | 50,146 |
| Other creditors | 2,709,303 | 3,712,790 |
| Accruals and deferred income | 111,767 | 169,330 |
| 3,378,642 | 4,559,512 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2021 | 2020 | 2021 | 2020 |
| £ | £ | £ | £ |
| Bank loans (see note 15) | 8,237,138 | 4,157,749 |
| Other creditors | 9,300,000 | 5,000,000 |
| Other creditors over 5 years | - | 11,000,000 | - | 11,000,000 |
| 17,537,138 | 20,157,749 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 2021 | 2020 |
| £ | £ |
| Amounts falling due within one year or | on demand: |
| Bank loans | 451,350 | 359,102 |
| Amounts falling due between one and | two years: |
| Bank loans | 451,350 | 359,102 |
| Amounts falling due between two and | five years: |
| Bank loans | 7,785,788 | 1,077,307 |
| Amounts falling due in more than five | years: |
| Repayable by instalments |
| Bank loans | - | 2,721,340 |
| 16. | PROVISIONS FOR LIABILITIES |
| Group |
| 2021 | 2020 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 234,337 | 227,638 |
| Other timing differences | (687 | ) | - |
| 233,650 | 227,638 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 16. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2021 | 227,638 |
| Charge to Income Statement during year | 6,012 |
| Balance at 31 December 2021 | 233,650 |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2021 | 2020 |
| value: | £ | £ |
| Ordinary A | £1 | 20 | 20 |
| Ordinary B | £1 | 20 | 20 |
| Ordinary C | £1 | 20 | 20 |
| 60 | 60 |
| Each class of share rank equally in all respects. |
| 18. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 January 2021 | 990,177 |
| Profit for the year | 471,366 |
| Dividends | (150,000 | ) |
| At 31 December 2021 | 1,311,543 |
| WINDMILL CARE GROUP LIMITED (REGISTERED NUMBER: 12295132) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 DECEMBER 2021 |
| 18. | RESERVES - continued |
| Company |
| Retained |
| earnings |
| £ |
| At 1 January 2021 |
| Profit for the year |
| Dividends | ( |
) |
| At 31 December 2021 |
| 19. | RELATED PARTY DISCLOSURES |
| During the period, dividends totalling £150,000 (2020 - £75,000) were paid to directors. |
| At the year end, an amount of £600,000 (2020 - £1,500,000) was owed to the group by, and £1,918,121 (2020 - £nil) was owed by the group to, Windmill Care (2015) Limited, a company in which Windmill Care Group Limited holds a 33% interest. This former amount is subject to informal repayment terms, with interest being charged at 2.5% per annum. The amount is unsecured. During the period interest of £19,375 (2020 - £35,383) was charged to Windmill Care (2015) Limited. This company has also given a guarantee for £2.3m to Windmill Care (2015) Limited's bankers as security over a loan. |
| During the period the group made a management charge of £250,000 (2020 - £404,372) to Windmill Care (2015) Limited. |