Ovalseal Limited - Limited company accounts 22.3

REGISTERED NUMBER: 02358974 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 March 2022

for

Ovalseal Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

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

DIRECTOR:

M D Hartey

SECRETARY:

Randomlight Limited

REGISTERED OFFICE:

6-8 Old Hall Road

Gatley

Cheadle

Cheshire

SK8 4BE

REGISTERED NUMBER:

02358974 (England and Wales)

AUDITORS:

Voisey & Co LLP

8 Winmarleigh Street

Warrington

Cheshire

WA1 1JW

BANKERS:

Santander UK plc

298 Deansgate

Manchester

M3 4HH

BANKERS:

National Westminster Bank plc

34 High Street

Cheadle

Cheshire

SK8 1LQ

The director presents his strategic report of the company and the group for the year ended 31 March 2022.

REVIEW OF BUSINESS

The group continued its principal activities throughout the current year as detailed in the Report of the Director.

As reported in the profit and loss account, revenue has shown a decrease of 2.4% from £16,969,954 to £16,557,496.

Financial position at the reporting date

The balance sheet shows that the group's net assets at the year-end have increased from £17,562,869 to £19,276,001 this is due to profits during the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The director considers the key risks and uncertainties facing the group to be as follows:

Competitive pressure in a market for specialist challenging behaviour services is a continuing risk for the company as a number of alternative providers exist across the UK. The group continues to mitigate for this risk by developing services which are sufficiently differentiated from the competition by means of both the behavioural models applied and the niche client groups cared for by the group.

The services users are wholly funded by public sector sources. Consequently the group is therefore exposed to risks surrounding changes in government policies and the impact of enacted and planned reductions in spending on health and social care. This risk is mitigated by providing robust evidence of quality and service user outcomes, as well as ensuring that the group continues to contract with a wide range of funding providers. The group will continue to review and amend its cost base to counteract funding changes.

The director has considered the company's trading and cash flows for the foreseeable future and is confident that the company does have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing the annual report and financial statements.

FINANCIAL KEY PERFORMANCE INDICATORS

Management monitor cash balances throughout the year as key performance indicators.

2022

2021

£

Cash at bank

1,752,554

1,276,106

EBITDAR

2,926,912

2,742,503

FUTURE DEVELOPMENT

The group's strategy is to continually improve the quality of the services provided and to increase its capacity. This will be delivered through:

- Investment into the new development of clinical and management teams;

- development of new properties;

- refurbishment of existing properties; and

- strategic acquisitions.

ON BEHALF OF THE BOARD:

M D Hartey - Director

21 December 2022

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2022.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of specialist healthcare services and trading in antiques.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2022.

FUTURE DEVELOPMENTS

Information regarding future developments of the group can be found in the strategic report.

DIRECTOR

M D Hartey held office during the whole of the period from 1 April 2021 to the date of this report.

FINANCIAL INSTRUMENTS

The group seeks to operate within it's agreed overdraft facility with the bank. All sales are to UK customers and the majority of suppliers are UK based; the company has therefore not entered into any hedging arrangements in respect of risks relating to trade debtors or trade creditors.

The group currently utilises loans and overdraft facilities from the bank, and therefore has a cash flow and liquidity risk. The bank is currently satisfied with the group's financial performance and the director does not think there is any risk of facilities being withdrawn,

EMPLOYMENT OF DISABLED PERSONS

The group's policy is to give full and fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities.

Disabled employees receive appropriate training to promote their career development within the group.

EMPLOYEE INVOLVEMENT

Regular meetings held between senior management and employee representatives to discuss matters of concern. Employees are kept well informed about the progress and position of the group by means of regular meetings.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The previous auditors, Mitten Clarke Audit Limited, resigned on the 31st July 2022.

Voisey & Co LLP were appointed as the new auditors on the 1st August 2022, and a resolution for the reappointment of Voisey & Co LLP will be proposed at the forthcoming annual general meeting.

ON BEHALF OF THE BOARD:

M D Hartey - Director

21 December 2022

Opinion

We have audited the financial statements of Ovalseal Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2022 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 March 2022 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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.

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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on pages four and five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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:

1 - Enquiry of management, those charged with governance around actual and potential litigation and claims;

2 - Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;

3 - Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

4 - Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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.

Janine Boyo BFP ACA MAAT (Senior Statutory Auditor)

for and on behalf of Voisey & Co LLP

8 Winmarleigh Street

Warrington

Cheshire

WA1 1JW

21 December 2022

TURNOVER

3

16,557,496

16,969,954

Cost of sales

(68,274

)

(646,004

)

GROSS PROFIT

16,489,222

16,323,950

Administrative expenses

(15,208,777

)

(14,858,746

)

1,280,445

1,465,204

Other operating income

1,281,807

791,807

OPERATING PROFIT

5

2,562,252

2,257,011

Interest receivable and similar income

121

1,331

2,562,373

2,258,342

Interest payable and similar expenses

6

(418,704

)

(341,555

)

PROFIT BEFORE TAXATION

2,143,669

1,916,787

Tax on profit

7

(430,538

)

(389,232

)

PROFIT FOR THE FINANCIAL YEAR

1,713,131

1,527,555

Profit attributable to:

Owners of the parent

1,713,131

1,527,555

PROFIT FOR THE YEAR

1,713,131

1,527,555

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,713,131

1,527,555

Total comprehensive income attributable to:

Owners of the parent

1,713,131

1,527,555

FIXED ASSETS

Intangible assets

9

140,265

203,690

Tangible assets

10

18,863,130

19,127,643

Investments

11

-

19,003,395

19,331,333

CURRENT ASSETS

Stocks

12

11,719,963

11,359,005

Debtors

13

2,334,858

2,147,347

Cash at bank and in hand

1,752,554

1,276,106

15,807,375

14,782,458

CREDITORS

Amounts falling due within one year

14

4,207,482

4,163,160

NET CURRENT ASSETS

11,599,893

10,619,298

TOTAL ASSETS LESS CURRENT
LIABILITIES

30,603,288

29,950,631

CREDITORS

Amounts falling due after more than one year

15

(11,018,808

)

(12,085,808

)

PROVISIONS FOR LIABILITIES

19

(308,480

)

(301,954

)

NET ASSETS

19,276,000

17,562,869

CAPITAL AND RESERVES

Called up share capital

20

2

Revaluation reserve

21

215,000

172,000

Retained earnings

21

19,060,998

17,390,867

SHAREHOLDERS' FUNDS

19,276,000

17,562,869

The financial statements were approved by the director and authorised for issue on 21 December 2022 and were signed by:

M D Hartey - Director

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

5,000

Investments

11

25,004

30,004

CURRENT ASSETS

Debtors

13

413,220

CREDITORS

Amounts falling due within one year

14

257,768

NET CURRENT ASSETS

155,452

TOTAL ASSETS LESS CURRENT
LIABILITIES

185,456

CAPITAL AND RESERVES

Called up share capital

20

2

Retained earnings

21

185,454

SHAREHOLDERS' FUNDS

185,456

Company's profit for the financial year

-

The financial statements were approved by the director and authorised for issue on 21 December 2022 and were signed by:

M D Hartey - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

Balance at 1 April 2020

2

15,863,312

172,000

16,035,314

Changes in equity

Total comprehensive income

-

1,527,555

-

1,527,555

Balance at 31 March 2021

2

17,390,867

172,000

17,562,869

Changes in equity

Total comprehensive income

-

1,713,131

-

1,713,131

Unwinding of deferred tax

-

(43,000

)

43,000

-

Balance at 31 March 2022

2

19,060,998

215,000

19,276,000

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2020

2

185,454

185,456

Changes in equity

Balance at 31 March 2021

2

185,454

185,456

Changes in equity

Balance at 31 March 2022

2

185,454

185,456

Cash flows from operating activities

Cash generated from operations

1

2,277,774

2,374,801

Interest paid

(418,704

)

(341,555

)

Tax paid

(404,461

)

(252,500

)

Net cash from operating activities

1,454,609

1,780,746

Cash flows from investing activities

Purchase of tangible fixed assets

(272,214

)

(801,757

)

Sale of tangible fixed assets

(9,226

)

4,008,348

Sale of fixed asset investments

488,452

-

Interest received

121

1,331

Net cash from investing activities

207,133

3,207,922

Cash flows from financing activities

Loan repayments in year

(1,196,000

)

(3,785,718

)

Amount introduced by directors

10,706

12,000

Net cash from financing activities

(1,185,294

)

(3,773,718

)

Increase in cash and cash equivalents

476,448

1,214,950

Cash and cash equivalents at beginning of
year

2

1,276,106

61,156

Cash and cash equivalents at end of year

2

1,752,554

1,276,106

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.22

31.3.21

£

Profit before taxation

2,143,669

1,916,787

Depreciation charges

364,661

485,494

Profit on disposal of fixed assets

(243,734

)

(262,835

)

Increase in provision

-

184,000

Finance costs

418,704

341,555

Finance income

(121

)

(1,331

)

2,683,179

2,663,670

(Increase)/decrease in stocks

(360,958

)

397,113

Increase in trade and other debtors

(187,511

)

(799,513

)

Increase in trade and other creditors

143,064

113,531

Cash generated from operations

2,277,774

2,374,801

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 March 2022

31.3.22

1.4.21

£

Cash and cash equivalents

1,752,554

1,276,106

Year ended 31 March 2021

31.3.21

1.4.20

£

Cash and cash equivalents

1,276,106

388,097

Bank overdrafts

-

(326,941

)

1,276,106

61,156

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.21

Cash flow

At 31.3.22

£

Net cash

Cash at bank and in hand

1,276,106

476,448

1,752,554

1,276,106

476,448

1,752,554

Debt

Debts falling due within 1 year

(825,000

)

129,000

(696,000

)

Debts falling due after 1 year

(12,085,808

)

1,067,000

(11,018,808

)

(12,910,808

)

1,196,000

(11,714,808

)

Total

(11,634,702

)

1,672,448

(9,962,254

)

1.	STATUTORY INFORMATION

Ovalseal Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2022.

Subsidiary undertakings are included using the acquisitions method of accounting. Under the method the group profit and loss account and statement of cashflows include include the results and cashflows of subsidiaries from the date of acquisition and to the date of sale outside the group in the case of disposals of subsidiaries. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The key assumptions concerning the future and other key sources of estimation include uncertainties at the reporting date, which may have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial periods, are discussed below.

Goodwill and residual values

The director has reviewed the asset lives and associated residual values of goodwill, and in particular, the useful economic life and residual value and has concluded that asset lives and residual values are appropriate.

Depreciation and residual values

The director has reviewed the asset lives and associated residual values of all fixed asset classes, and in particular, the useful economic life and residual values and has concluded that asset lives and residual value are appropriate.

Stock and residual values

The value comprises the direct costs of purchase and the director has reviewed these value and associated provisions to ensure they are appropriately stated in the accounts.

Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Income recognition, which is stated net of value added tax, is dependant upon the type of income:

- The provision of care is recognised as it is earned on a periodic basis over the year.

- Income from antiques is recognised at the point of sale.

Goodwill

Positive goodwill arising on acquisitions is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life up to a presumed maximum of 10 years It is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

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

Tangible fixed assets are stated at cost. Depreciation is provided at the following annual rates in order to write off each asset, less any residual value, over its estimated useful life.

Long leasehold - 33% on cost

Plant and machinery - 15% to 25% straight line

Fixtures and fittings - 33% on reducing balance, 25% on reducing balance and 20% on reducing balance

Motor vehicles - 25% on reducing balance

Computer equipment - 33% on reducing balance

The director has considered the requirements for depreciation on the freehold buildings and has concluded that no depreciation is required to be provided on the grounds that it would be immaterial as the estimated remaining useful economic life of the building's exceed 50 years and the land and buildings have anticipated residual values in excess of current net book values.

Assets under construction relate to land and buildings that are currently being redeveloped for the purpose of becoming care home facilities and therefore no depreciation has been provided for.

Government grants

The group receives government assistance in the form of capital grants.

These grants are only recognised when the entity has complied with all conditions attached to the grants.

As such, these grants are recognised in the profit and loss over the useful economic life of the grant when such conditions are met.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with

bank, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised costs using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Provisions

A provision is recognised in the balance sheet when the company has a constructive or legal obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation. Provisions are recognised at their discounted net present value.

Bank and other borrowings

Interest-bearing bank and other borrowings are recorded at the fair value of the proceeds received. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest method and are added to the carrying value of the instrument to the extent that they are not settled in the period in which they arise.

Investments

Investments are recorded at cost and reviewed for impairment on an annual basis

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.3.22

31.3.21

£

Specialist healthcare

16,557,496

16,817,402

Antiques and other services

-

152,552

16,557,496

16,969,954

An analysis of turnover by geographical market is given below:

31.3.22

31.3.21

£

United Kingdom

16,557,496

16,969,954

16,557,496

16,969,954

4.	EMPLOYEES AND DIRECTORS

31.3.22

31.3.21

£

Wages and salaries

8,442,790

8,971,416

Social security costs

695,435

710,663

Other pension costs

145,801

153,221

9,284,026

9,835,300

The average number of employees during the year was as follows:

31.3.22

31.3.21

Management

17

18

Nursing and care staff

393

407

Clinical and support staff

98

102

Administrative staff

24

532

551

31.3.22

31.3.21

£

Director's remuneration

28,914

27,900

Director's pension contributions to money purchase schemes

4,800

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.3.22

31.3.21

£

Hire of plant and machinery

19,734

31,718

Depreciation - owned assets

301,235

316,995

Profit on disposal of fixed assets

(243,734

)

(262,835

)

Goodwill amortisation

63,425

168,497

Auditors' remuneration

32,200

27,580

Auditors' remuneration for non audit work

9,800

8,093

Foreign exchange differences

24

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.22

31.3.21

£

Bank interest

66

1,135

Bank loan interest

418,638

340,420

418,704

341,555

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.3.22

31.3.21

£

Current tax:

UK corporation tax

424,013

403,072

Deferred tax

6,525

(13,840

)

Tax on profit

430,538

389,232

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:

31.3.22

31.3.21

£

Profit before tax

2,143,669

1,916,787

Profit multiplied by the standard rate of corporation tax in the UK of 19 %
(2021 - 19 %)

407,297

364,190

Effects of:

Expenses not deductible for tax purposes

23,417

61,985

Capital allowances in excess of depreciation

(3,565

)

-

Depreciation in excess of capital allowances

-

14,063

(Profit)/Loss on disposal of assets

(3,574

)

(49,617

)

Change in rate

6,963

-

Under/(over) provision in previous year

-

(1,389

)

Total tax charge

430,538

389,232

8.	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.

9.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 April 2021

and 31 March 2022

1,487,917

AMORTISATION

At 1 April 2021

1,284,227

Amortisation for year

63,425

At 31 March 2022

1,347,652

NET BOOK VALUE

At 31 March 2022

140,265

At 31 March 2021

203,690

10.	TANGIBLE FIXED ASSETS

Group

Assets

Improvements

Freehold

under

Grant

to

property

construction

expenditure

property

£

COST OR VALUATION

At 1 April 2021

18,019,401

-

217,011

183,533

Additions

17,021

-

Disposals

(230,000

)

-

Reclassification/transfer

(5,839,542

)

5,839,542

-

At 31 March 2022

11,966,880

5,839,542

217,011

183,533

DEPRECIATION

At 1 April 2021

60,308

-

72,337

-

Charge for year

-

72,337

-

Eliminated on disposal

-

At 31 March 2022

60,308

-

144,674

-

NET BOOK VALUE

At 31 March 2022

11,906,572

5,839,542

72,337

183,533

At 31 March 2021

17,959,093

-

144,674

183,533

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

COST OR VALUATION

At 1 April 2021

99,451

2,987,484

113,075

1,096

21,621,051

Additions

-

157,824

97,369

-

272,214

Disposals

-

(7,500

)

-

(237,500

)

Reclassification/transfer

-

At 31 March 2022

99,451

3,145,308

202,944

1,096

21,655,765

DEPRECIATION

At 1 April 2021

79,449

2,213,376

67,288

650

2,493,408

Charge for year

7,061

193,363

28,336

138

301,235

Eliminated on disposal

-

(2,008

)

-

(2,008

)

At 31 March 2022

86,510

2,406,739

93,616

788

2,792,635

NET BOOK VALUE

At 31 March 2022

12,941

738,569

109,328

308

18,863,130

At 31 March 2021

20,002

774,108

45,787

446

19,127,643

Cost or valuation at 31 March 2022 is represented by:

Assets

Improvements

Freehold

under

Grant

to

property

construction

expenditure

property

£

Valuation in 1989

215,000

-

Cost

11,751,880

5,839,542

217,011

183,533

11,966,880

5,839,542

217,011

183,533

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

Valuation in 1989

-

215,000

Cost

99,451

3,145,308

202,944

1,096

21,440,765

99,451

3,145,308

202,944

1,096

21,655,765

In respect of certain freehold property stated at valuations, the comparable historical cost and depreciation values are as follows:

2022

2021

£

Net book value at end of the year

1,926,456

Historical cost

1,711,456

Company

Freehold

property

£

COST

At 1 April 2021

and 31 March 2022

5,000

NET BOOK VALUE

At 31 March 2022

5,000

At 31 March 2021

5,000

Included in cost of land and buildings is freehold land of £ 5,000 (2021 - £ 5,000 ) which is not depreciated.

11.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 April 2021

and 31 March 2022

25,004

NET BOOK VALUE

At 31 March 2022

25,004

At 31 March 2021

25,004

Subsidiaries

Details of the company's subsidiaries at 31 March 2022 are as follows:

Name of Company

Nature of business

Randomlight Limited

Intermediate holding company and healthcare

Woodhead Hall Limited

Healthcare

Shogun Limited

Intermediate holding company

Coed du Hall Limited

Healthcare

Almond Villas Limited

Healthcare

Beechwood (Liverpool) Limited

Healthcare

Phoenix-Adelphi Limited

Dormant

All entities share the same registered office: 6 - 8 Old Hall Road, Gatley, Cheadle, England, SK8 4BE.

All investments in subsidiary undertakings are in ordinary shares and represent 100% of the issued share capital.

The shareholdings in Coed du Hall Limited, Almond Villas Limited, Phoenix-Adelphi Limited and Beechwood (Liverpool) Ltd are held by subsidiary undertakings and represent 100% of the share capital.

12.

STOCKS

Group

31.3.22

31.3.21

£

Finished goods

11,719,963

11,359,005

The movement on the stock provisions in the year were:-

2022

2021

£

Balance at 1 April 2021

676,977

176,112

Provided in year

68,274

500,865

Balance at 31 March 2022

745,251

676,977

13.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.3.22

31.3.21

31.3.22

31.3.21

£

Trade debtors

1,148,772

943,141

-

Amounts owed by group undertakings

-

413,220

Other debtors

1,063,299

866,048

-

Prepayments and accrued income

122,787

338,158

-

2,334,858

2,147,347

413,220

14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.3.22

31.3.21

31.3.22

31.3.21

£

Bank loans and overdrafts (see note 16)

696,000

825,000

-

Trade creditors

948,988

1,079,793

-

Amounts owed to group undertakings

-

147,768

Tax

424,013

404,461

-

Social security and other taxes

181,432

178,051

-

Other creditors

692,322

688,889

-

Directors' current accounts

337,618

326,912

110,000

Accruals and deferred income

927,109

660,054

-

4,207,482

4,163,160

257,768

15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

31.3.22

31.3.21

£

Bank loans (see note 16)

11,018,808

12,085,808

16.

LOANS

An analysis of the maturity of loans is given below:

Group

31.3.22

31.3.21

£

Amounts falling due within one year or on

demand:

Bank loans

696,000

825,000

Amounts falling due between one and two

years:

Bank loans - 1-2 years

11,018,808

696,000

Amounts falling due between two and five

years:

Bank loans - 2-5 years

-

11,389,808

17.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable operating

leases

31.3.22

31.3.21

£

Within one year

11,229

22,776

Between one and five years

27,459

78,967

In more than five years

-

4,436

38,688

106,179

18.	SECURED DEBTS

The following secured debts are included within creditors:

Group

31.3.22

31.3.21

£

Bank loans

11,714,808

12,910,808

The bank overdraft and bank loans are secured by intercompany guarantees.

The above are secured by a legal charge dated 31 August 2010. Updated to include a first legal charge and debenture over all the assets of Almond Villas Limited from October 2015. Then updated to include a first legal charge over the land & buildings of Woodhead Hall Limited and Beechwood (Liverpool) Limited from January 2019. This includes:

- A debenture including a floating charge from Coed Du Hall Limited and Randomlight Limited over all assets and undertakings.

- A first legal mortgage from Coed Du Hall Limited over certain properties of the company, and a negative pledge over certain properties.

- A cross guarantee between Coed Du Hall Limited and Randomlight Limited in respect of their obligations to the lender.

There is a legal charge and negative pledge dated 19 February 2019 over some land at St Nicholas Drive, Bootle.

19.	PROVISIONS FOR LIABILITIES

Group

31.3.22

31.3.21

£

Deferred tax

124,480

117,954

Other provisions

184,000

Aggregate amounts

308,480

301,954

Group

Deferred

Other

tax

provisions

£

Balance at 1 April 2021

117,954

184,000

Provided during year

6,526

-

Balance at 31 March 2022

124,480

184,000

As at 31 March 2022 a deferred tax liability of £124,480 (2021: £117,954) has been recognised due to the reasonable expectation of tax payable in future periods in respect of taxable temporary differences.

There is no unrecognised deferred tax.

Deferred tax balances at the balance sheet date have been calculated using rates of either 19% or 25% as determined on when the timing differences are expected to reverse, on the basis that the rates have been substantively enacted at the balance sheet date,

Other provisions in the accounts are in relation to property rates at one of the company's sites at present unsettled.

20.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.22

31.3.21

value:

£

2

Ordinary

£1

2

21.

RESERVES

Group

Retained

Revaluation

earnings

reserve

Totals

£

At 1 April 2021

17,390,867

172,000

17,562,867

Profit for the year

1,713,131

Unwinding of deferred tax

(43,000

)

43,000

-

At 31 March 2022

19,060,998

215,000

19,275,998

Company

Retained

earnings

£

At 1 April 2021

185,454

Profit for the year

-

At 31 March 2022

185,454

22.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £145,801 (2021: £153,221).

Contributions totalling £32,744 (2021: £35,824) were payable to the scheme at the end of the year and are included in creditors.

23.	RELATED PARTY DISCLOSURES

During the year the group has paid rent of £12,000 to the director for use of assets.

24.	ULTIMATE CONTROLLING PARTY

The controlling party is M D Hartey.