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COMPANY REGISTRATION NUMBER: 09689041
Seacare Hospitality (UK) Limited
Consolidated Financial Statements
31 March 2023
Seacare Hospitality (UK) Limited
Financial Statements
Year ended 31 March 2023
Contents
Page
Officers and professional advisers
1
Strategic report
2
Directors' report
3
Independent auditor's report to the members
6
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16
Seacare Hospitality (UK) Limited
Officers and Professional Advisers
The board of directors
C C Leow
A Shankar
C T Lim
Z Ong
K H Hui
D K H Tan
V C Lee
W S R Wang
Registered office
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Auditor
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Strategic Report
Year ended 31 March 2023
The directors present their strategic report for the year ended 31 March 2023.
Review of the business
The principal activity of the company is that of a holding company. The principal activity of the group is that of hoteliers. The results for the year and financial position of the company and the group are shown in the consolidated financial statements. The group owned twelve hotels in Cardiff, Cheltenham, Eastbourne, Manchester, Inverness, Leeds, Scarborough, Dundee, Dumfries, Carmarthen, Knowsley and Perth throughout the year. A further hotel in Aberdeen was opened early in the year. All the hotels are within the United Kingdom. Following the easing of Covid 19 restrictions the hotels have now all reopened. The directors look forward to the group remaining profitable in the foreseeable future.
Environment
The group is committed to protecting the environment predominantly through recycling.
Principal risks and uncertainties
The group's principal risk is that of competitor price competition. In light of this the group's emphasis on service levels is key to retaining customers.
Future developments
The group is actively seeking opportunities to add to its hotel portfolio in the coming year and to invest into the existing portfolio where an adequate return on investment exists.
Financial instruments
The material financial instruments held by the groups are bank loans and loans from the parent company. The value of these are disclosed in notes 20 and 21 of the financial statements.
This report was approved by the board of directors on 20 September 2023 and signed on behalf of the board by:
C C Leow
Director
Registered office:
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Directors' Report
Year ended 31 March 2023
The directors present their report and the financial statements of the group for the year ended 31 March 2023 .
Directors
The directors who served the company during the year were as follows:
C C Leow
A Shankar
C T Lim
Z Ong
D K H Tan
V C Lee
W S R Wang
On 1 April 2023, K H Hui was appointed a director of the company.
Dividends
Particulars of recommended dividends are detailed in note 14 to the financial statements.
Employment of disabled persons
It is group policy to give full and fair consideration of applications made by disabled persons and to provide opportunities for the training and career development of disabled employees. If any employee becomes disabled it is standard practice, in almost all but the most extreme circumstances, to offer an alternative job and to provide re-training where necessary.
Employee involvement
The group has keen awareness of the need to attain high standards of customer care and service, by encouraging employees to promote the group's interests and to suggest ways in which customer satisfaction can be achieved and improved. Employees are kept informed of the performance and objectives of the group through management briefings. In addition, directors and senior management regularly visit hotels and and discuss with employees matters of interest and concern to the business.
Events after the end of the reporting period
There are no significant events after the end of the reporting period.
Disclosure of information in the strategic report
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulation 2013, the company has chosen to include the strategic report information as required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The directors have chosen to disclose information regarding the future developments and risks exposure of the company and group within their strategic report on page 2 of these consolidated annual report.
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these consolidated financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the consolidated 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 transactions and disclose with reasonable accuracy at any time the consolidated financial position of the company and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 20 September 2023 and signed on behalf of the board by:
C C Leow
Director
Registered office:
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Independent Auditor's Report to the Members of Seacare Hospitality (UK) Limited
Year ended 31 March 2023
Opinion
We have audited the financial statements of Seacare Hospitality (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and 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's affairs as at 31 March 2023 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis 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 consolidated 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 consolidated financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated 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 or 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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated 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 consolidated 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.
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 strategic report and the directors' report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements; and
- the strategic report and the 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 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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept 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 directors' responsibilities statement, the directors are responsible for the preparation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated 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 consolidated 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 consolidated financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Enquiries with management, about any known or suspected instances of non-compliance with laws and regulations and fraud. - Auditing the risk of management of override controls, including through testing journal entries and other adjustments for appropriateness. - Challenging assumptions and judgments made by management in their significant accounting estimates. Because of the field in which the client operates, we identified that employment law, health and safety legislation and compliance with the UK Companies Act are most likely to have a material impact on the consolidated financial statements. Owing to the inherent limitations of an audit, there's an unavoidable risk that some material misstatements in the consolidated financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). For instance, the further removed non-compliances from the events and transactions reflected in the consolidated financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. 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.
Andrew Wadsworth FCCA
(Senior Statutory Auditor)
For and on behalf of
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
20 September 2023
Seacare Hospitality (UK) Limited
Consolidated Statement of Comprehensive Income
Year ended 31 March 2023
2023
2022
Note
£
£
Turnover
4
25,385,295
15,244,332
Cost of sales
10,071,154
8,056,890
-------------
-------------
Gross profit
15,314,141
7,187,442
Distribution costs
2,374
1,946
Administrative expenses
7,993,409
5,067,402
Other operating income
5
407,557
-------------
------------
Operating profit
6
7,318,358
2,525,651
Income from interests in associates
10
292,514
155,060
Other interest receivable and similar income
11
48,387
29,093
Interest payable and similar expenses
12
1,570,059
990,562
-------------
------------
Profit before taxation
6,089,200
1,719,242
Tax on profit
13
1,285,853
298,389
------------
------------
Profit for the financial year and total comprehensive income
4,803,347
1,420,853
------------
------------
Profit for the financial year attributable to:
The owners of the parent company
3,233,988
1,116,685
Non-controlling interests
1,569,359
304,168
------------
------------
4,803,347
1,420,853
------------
------------
All the activities of the group are from continuing operations.
Seacare Hospitality (UK) Limited
Consolidated Statement of Financial Position
31 March 2023
2023
2022
Note
£
£
Fixed assets
Intangible assets
15
1,589,492
1,703,801
Tangible assets
16
41,842,412
40,548,497
Investments
17
125,097
282,583
-------------
-------------
43,557,001
42,534,881
Current assets
Stocks
18
92,766
110,531
Debtors
19
1,375,849
758,742
Cash at bank and in hand
8,450,647
2,974,929
------------
------------
9,919,262
3,844,202
Creditors: amounts falling due within one year
20
7,815,947
3,490,542
------------
------------
Net current assets
2,103,315
353,660
-------------
-------------
Total assets less current liabilities
45,660,316
42,888,541
Creditors: amounts falling due after more than one year
21
39,680,428
39,343,681
Provisions
Taxation including deferred tax
22
3,006,919
2,695,388
-------------
-------------
Net assets
2,972,969
849,472
-------------
-------------
Capital and reserves
Called up share capital
26
100
100
Profit and loss account
28
2,115,389
648,264
------------
---------
Equity attributable to the owners of the parent company
2,115,489
648,364
Non-controlling interests
857,480
201,108
------------
---------
2,972,969
849,472
------------
---------
These financial statements were approved by the board of directors and authorised for issue on 20 September 2023 , and are signed on behalf of the board by:
C C Leow
C T Lim
Director
Director
Company registration number: 09689041
Seacare Hospitality (UK) Limited
Company Statement of Financial Position
31 March 2023
2023
2022
Note
£
£
Fixed assets
Investments
17
7,100
7,250
Current assets
Debtors
19
18,147,343
16,994,466
Cash at bank and in hand
3,399,352
879,906
-------------
-------------
21,546,695
17,874,372
Creditors: amounts falling due within one year
20
318,952
126,060
-------------
-------------
Net current assets
21,227,743
17,748,312
-------------
-------------
Total assets less current liabilities
21,234,843
17,755,562
Creditors: amounts falling due after more than one year
21
20,821,632
17,698,220
-------------
-------------
Net assets
413,211
57,342
-------------
-------------
Capital and reserves
Called up share capital
26
100
100
Profit and loss account
28
413,111
57,242
---------
--------
Shareholders funds
413,211
57,342
---------
--------
The profit for the financial year of the parent company was £ 2,196,369 (2022: £ 545,166 ).
These financial statements were approved by the board of directors and authorised for issue on 20 September 2023 , and are signed on behalf of the board by:
C C Leow
C T Lim
Director
Director
Company registration number: 09689041
Seacare Hospitality (UK) Limited
Consolidated Statement of Changes in Equity
Year ended 31 March 2023
Called up share capital
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£
£
£
£
£
At 1 April 2021
100
( 68,421)
( 68,321)
( 19,810)
( 88,131)
Profit for the year
1,116,685
1,116,685
304,168
1,420,853
----
------------
------------
---------
------------
Total comprehensive income for the year
1,116,685
1,116,685
304,168
1,420,853
Issue of shares
750
750
Dividends paid and payable
14
( 400,000)
( 400,000)
( 84,000)
( 484,000)
----
------------
------------
---------
------------
Total investments by and distributions to owners
( 400,000)
( 400,000)
( 83,250)
( 483,250)
At 31 March 2022
100
648,264
648,364
201,108
849,472
Profit for the year
3,233,988
3,233,988
1,569,359
4,803,347
----
------------
------------
------------
------------
Total comprehensive income for the year
3,233,988
3,233,988
1,569,359
4,803,347
Dividends paid and payable
14
( 1,840,500)
( 1,840,500)
( 839,500)
( 2,680,000)
Equity transaction
73,637
73,637
(73,487)
150
----
------------
------------
---------
------------
Total investments by and distributions to owners
( 1,766,863)
( 1,766,863)
( 912,987)
( 2,679,850)
----
------------
------------
---------
------------
At 31 March 2023
100
2,115,389
2,115,489
857,480
2,972,969
----
------------
------------
---------
------------
Seacare Hospitality (UK) Limited
Company Statement of Changes in Equity
Year ended 31 March 2023
Called up share capital
Profit and loss account
Total
£
£
£
At 1 April 2021
100
( 87,924)
( 87,824)
Profit for the year
545,166
545,166
----
---------
---------
Total comprehensive income for the year
545,166
545,166
Dividends paid and payable
14
( 400,000)
( 400,000)
----
---------
---------
Total investments by and distributions to owners
( 400,000)
( 400,000)
At 31 March 2022
100
57,242
57,342
Profit for the year
2,196,369
2,196,369
----
------------
------------
Total comprehensive income for the year
2,196,369
2,196,369
Dividends paid and payable
14
( 1,840,500)
( 1,840,500)
----
------------
------------
Total investments by and distributions to owners
( 1,840,500)
( 1,840,500)
----
------------
------------
At 31 March 2023
100
413,111
413,211
----
------------
------------
Seacare Hospitality (UK) Limited
Consolidated Statement of Cash Flows
Year ended 31 March 2023
2023
2022
£
£
Cash flows from operating activities
Profit for the financial year
4,803,347
1,420,853
Adjustments for:
Depreciation of tangible assets
1,136,375
1,080,710
Amortisation of intangible assets
114,309
114,309
Government grant income
( 327,697)
Income from interests in associates
( 292,514)
( 155,060)
Other interest receivable and similar income
( 48,387)
( 29,093)
Interest payable and similar expenses
1,570,059
990,562
Tax on profit
1,285,854
298,389
Accrued expenses
488,272
387,828
Changes in:
Stocks
17,765
( 35,818)
Trade and other debtors
( 617,107)
( 304,208)
Trade and other creditors
674,430
567,236
------------
------------
Cash generated from operations
9,132,403
4,008,011
Interest paid
( 1,570,059)
( 990,562)
Interest received
48,387
29,093
Tax paid
( 300,171)
( 61,343)
------------
------------
Net cash from operating activities
7,310,560
2,985,199
------------
------------
Cash flows from investing activities
Purchase of tangible assets
( 2,430,290)
( 1,722,426)
Dividends received
450,000
150,000
Minority interest in aquisition of subsidiary
750
Equity transaction
150
------------
------------
Net cash used in investing activities
( 1,980,140)
( 1,571,676)
------------
------------
Cash flows from financing activities
Proceeds from borrowings
( 1,114,501)
( 1,391,578)
Proceeds from loans from group undertakings
3,125,969
1,300,108
Proceeds from loans from participating interests
813,831
433,468
Government grant income
327,697
Dividends paid
( 2,680,000)
( 484,000)
------------
------------
Net cash from financing activities
145,299
185,695
------------
------------
Net increase in cash and cash equivalents
5,475,719
1,599,218
Cash and cash equivalents at beginning of year
2,974,929
1,375,711
------------
------------
Cash and cash equivalents at end of year
8,450,648
2,974,929
------------
------------
Seacare Hospitality (UK) Limited
Notes to the Financial Statements
Year ended 31 March 2023
1. General information
The parent company is a private company limited by shares, registered in England and Wales. The address of the registered office is Ground Floor, 4 Broadgate, Broadway Business Park, Chadderton, Oldham, OL9 9XA.
2. Statement of compliance
These consolidated financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group's share of the results of associates made up to 31 March 2023. A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary. Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements. An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting. Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of of assets, liabilities or provisions for contingent liabilities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group's interest in the entity.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: i) Estimated life of goodwill acquired, ii) Estimated life of tangible assets.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Sales are recognised by reference to the occupancy date of the rooms let and all deposits received in advance are treated as deposits held on behalf of customers. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
(ii)Translation and balance Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance (expense) / income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses) / gains’. (ii)Translation The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year-end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
5 to 20 years straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold property
-
50 years (excluding freehold land)
Long leasehold property
-
50 years
Plant and machinery
-
3 to 20 years straight line
Fixtures and fittings
-
3 to 20 years straight line
Motor vehicles
-
25% straight line
Equipment
-
3 to 20 years straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition. At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined benefits
The group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined benefit and defined contribution pension plans. i. Short term benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. ii. Defined contribution pension plans The group operates a number of country-specific defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
4. Turnover
Turnover arises from:
2023
2022
£
£
Sale of goods
7,671,702
4,629,912
Rendering of services
17,713,593
10,614,420
-------------
-------------
25,385,295
15,244,332
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Other operating income
2023
2022
£
£
Government grant income
327,697
Other operating income
79,860
----
---------
407,557
----
---------
6. Operating loss
Operating profit or loss is stated after charging:
2023
2022
£
£
Amortisation of intangible assets
114,309
114,309
Depreciation of tangible assets
1,136,375
1,080,710
Foreign exchange differences
55,272
27,480
------------
------------
7. Auditor's remuneration
2023
2022
£
£
Fees payable for the audit of the financial statements
53,689
51,173
--------
--------
8. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2023
2022
No.
No.
Management staff
20
12
Number of hotel staff
369
389
----
----
389
401
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2023
2022
£
£
Wages and salaries
5,970,344
5,145,715
Social security costs
263,988
187,541
Other pension costs
82,074
63,167
------------
------------
6,316,406
5,396,423
------------
------------
Not included in the average number of employees are 56 employees (2022: 56 employees), employed by Compass Seacare Holdings Limited and its subsidiary. Compass Seacare Holdings Limited is accounted for proportionally under the equity accounting rules rather than fully consolidated within these consolidated financial statements.
9. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2023
2022
£
£
Remuneration
59,904
27,512
--------
--------
10. Income from interests in associates
2023
2022
£
£
Income from interests in associates
292,514
150,000
Gain on fair value adjustment to interests in associates
5,060
---------
---------
292,514
155,060
---------
---------
11. Other interest receivable and similar income
2023
2022
£
£
Interest on loans and receivables
45,305
29,093
Interest on cash and cash equivalents
3,082
--------
--------
48,387
29,093
--------
--------
12. Interest payable and similar expenses
2023
2022
£
£
Interest due to group undertakings
637,534
392,265
Other interest payable and similar charges
932,525
598,297
------------
---------
1,570,059
990,562
------------
---------
13. Tax on profit
Major components of tax income
2023
2022
£
£
Current tax:
UK current tax income
974,323
290,920
Deferred tax:
Origination and reversal of timing differences
311,530
7,469
------------
---------
Tax on profit
1,285,853
298,389
------------
---------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2022: lower than) the standard rate of corporation tax in the UK of 19 % (2022: 19 %).
2023
2022
£
£
Profit on ordinary activities before taxation
6,089,200
1,719,242
------------
------------
Profit on ordinary activities by rate of tax
1,156,948
326,656
Effect of expenses not deductible for tax purposes
215,920
570
Effect of capital allowances and depreciation
( 376,446)
51,848
Utilisation of tax losses
11,758
( 88,624)
Unused tax losses
8,782
Deferred taxation movement
311,530
7,469
Goodwill amortisation
21,719
21,149
Share of Associates profit
(55,576)
(29,461)
------------
------------
Tax on profit
1,285,853
298,389
------------
------------
14. Dividends
2023
2022
£
£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
1,840,500
400,000
------------
---------
15. Intangible assets
Group
Goodwill
£
Cost
At 1 April 2022 and 31 March 2023
2,266,182
------------
Amortisation
At 1 April 2022
562,381
Charge for the year
114,309
------------
At 31 March 2023
676,690
------------
Carrying amount
At 31 March 2023
1,589,492
------------
At 31 March 2022
1,703,801
------------
The company has no intangible assets.
16. Tangible assets
Group
Land and buildings
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2022
41,254,361
774,296
2,936,339
10,392
44,975,388
Additions
1,179,947
148,367
1,101,976
2,430,290
-------------
---------
------------
--------
-------------
At 31 March 2023
42,434,308
922,663
4,038,315
10,392
47,405,678
-------------
---------
------------
--------
-------------
Depreciation
At 1 April 2022
2,424,918
271,154
1,720,427
10,392
4,426,891
Charge for the year
553,286
59,617
523,472
1,136,375
-------------
---------
------------
--------
-------------
At 31 March 2023
2,978,204
330,771
2,243,899
10,392
5,563,266
-------------
---------
------------
--------
-------------
Carrying amount
At 31 March 2023
39,456,104
591,892
1,794,416
41,842,412
-------------
---------
------------
--------
-------------
At 31 March 2022
38,829,443
503,142
1,215,912
40,548,497
-------------
---------
------------
--------
-------------
The company has no tangible assets.
17. Investments
Group
Interests in associates
£
Share of net assets/cost
At 1 April 2022
282,583
Share of profit or loss
292,514
Dividends received
( 450,000)
---------
At 31 March 2023
125,097
---------
Impairment
At 1 April 2022 and 31 March 2023
---------
Carrying amount
At 31 March 2023
125,097
---------
At 31 March 2022
282,583
---------
Company
Shares in group undertakings
£
Cost
At 1 April 2022
7,250
Disposals
( 150)
-------
At 31 March 2023
7,100
-------
Impairment
At 1 April 2022 and 31 March 2023
-------
Carrying amount
At 31 March 2023
7,100
-------
At 31 March 2022
7,250
-------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Seacare Compass Manchester Limited
Ordinary
70
Seacare Leeds Limited
Ordinary
100
Seacare Inverness Limited
Ordinary
100
Scorpio Hotel Management Limited
Ordinary
100
Seacare Scarborough Limited
Ordinary
100
Seacare Compass Dundee Limited
Ordinary
60
Chariet Limited
Ordinary
100
Planetridge Limited
Ordinary
60
Seacare Compass (C & D) Limited
Ordinary
70
Seacare Compass Carmarthen Limited
Ordinary
70
Bruce Holdings Limited
Ordinary
70
Suites Hotel Holding Limited
Ordinary
70
Suites Hotel Knowsley Limited
Ordinary
70
Seacare Compass Perth Limited
Ordinary
55
Seacare Compass Aberdeen Limited
Ordinary
55
Other significant holdings
Compass Seacare Holdings Limited
Ordinary
30
The registered office of Planetridge Limited is Queens Hotel, 160 Nethergate, Dundee, Scotland, DD1 4DU.
The registered office of Bruce Holdings Limited is Station Hotel, 49 Lovers Walk, Dumfries, Scotland, DG1 1LT.
For all other group companies the registered office is Ground Floor, 4 Broadgate, Broadway Business Park, Chadderton, Oldham, OL9 9XA.
18. Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
92,766
110,531
--------
---------
----
----
19. Debtors
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade debtors
773,243
303,767
652
Amounts owed by group undertakings
15,891,064
16,191,931
Amounts owed by undertakings in which the company has a participating interest
450
1,516,599
800,924
Prepayments and accrued income
589,251
342,285
739,028
1,611
Other debtors
13,355
112,240
------------
---------
-------------
-------------
1,375,849
758,742
18,147,343
16,994,466
------------
---------
-------------
-------------
20. Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
1,194,491
1,229,383
Trade creditors
1,474,170
839,447
Amounts owed to group undertakings
549
Amounts owed to undertakings in which the company has a participating interest
2,524,272
828
Accruals and deferred income
1,163,153
674,881
318,952
125,511
Corporation tax
936,104
261,951
Social security and other taxes
234,302
26,074
Other creditors
289,455
457,978
------------
------------
---------
---------
7,815,947
3,490,542
318,952
126,060
------------
------------
---------
---------
The bank loans and overdrafts are secured. For details of security held see note 21.
21. Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
18,852,332
19,931,941
Amounts owed to group undertakings
20,828,096
17,702,127
20,821,632
17,698,220
Amounts owed to undertakings in which the company has a participating interest
1,709,613
-------------
-------------
-------------
-------------
39,680,428
39,343,681
20,821,632
17,698,220
-------------
-------------
-------------
-------------
The bank loans are repayable by instalments and interest is charged at between 2%pa and 2.45% over bank base rate. The loans are secured by fixed and floating charges over the assets of the group.
22. Provisions
Group
Deferred tax (note 23)
£
At 1 April 2022
2,695,388
Additions
264,516
Unused amounts reversed
47,015
------------
At 31 March 2023
3,006,919
------------
The company does not have any provisions.
23. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Included in provisions (note 22)
3,006,919
2,695,388
------------
------------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2023
2022
2023
2022
£
£
£
£
Accelerated capital allowances
873,384
498,521
Revaluation of tangible assets
2,133,535
2,196,867
------------
------------
----
----
3,006,919
2,695,388
------------
------------
----
----
24. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 82,074 (2022: £ 63,167 ).
25. Government grants
The amounts recognised in the financial statements for government grants are as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Recognised in other operating income:
Government grants recognised directly in income
327,697
----
---------
----
----
26. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
----
----
----
----
27. Equity transaction
The changes in the groups equity interest in Seacare Compass Perth Limited ("Perth") do not result in the group losing control over Perth and are accordingly accounted for as equity transaction. The surplus £271,486 representing the difference between the consideration of £198,000 and the amount of non-controlling interest to the profit and loss account.
28. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
29. Analysis of changes in net debt
At 1 Apr 2022
Cash flows
At 31 Mar 2023
£
£
£
Cash at bank and in hand
2,974,929
5,475,718
8,450,647
Debt due within one year
(1,230,211)
(2,488,552)
(3,718,763)
Debt due after one year
(39,343,681)
(336,747)
(39,680,428)
-------------
------------
-------------
( 37,598,963)
2,650,419
( 34,948,544)
-------------
------------
-------------
30. Related party transactions
Group
During the year the group paid interest of £545,930 (2022: £392,265) interest to Seacare Holdings Pte Limited the parent company. The balances due to the parent company Seacare Holdings Private Limited at 31 March 2023 was £20,330,798 (2022: £17,702,127). Amounts due to other group companies at 31 March 2023 were £495,840 (2022: £675,275) to Seacare Hospitality Private Limited and £696 (2021: £541) to Seacare Foundation Pte Ltd. During the year the group received interest of £45,305 (2022: £29,093) from Compass Seacare Holdings Limited. Seacare Hospitality (UK) Limited has a 30% holding in that company. The balance due from that company at 31 March 2023 was £801,376 (2022: £800,924). During the year the group paid interest of £74,070 (2022: £47,387) to CH Holdings Limited. At 31 March 2023 the group owed to CH Holdings Limited Group £2,798,492 (2022: £1,264,777). CH Holdings Limited is a non-controlling interest in Seacare Compass Manchester Limited, Seacare Compass Dundee Limited, Seacare Compass (C & D) Limited, Suites Hotel Holding Limited, Seacare Compass Perth Limited and Seacare Compass Aberdeen Limited as well as the majority shareholder in Compass Seacare Holdings Limited. As at 31 March 2023, the group owed SPCS Consultancy Private Limited £253,287(2022:£212,486). SPCS consultancy Private Limited is a non-controlling interest in Suites Hotel Holding Limited. As at 31 March 2023, the group owed K2 Hospitality Union Limited £415,200 (2022:£nil). K2 Union Hospitality Limited is a non-controlling interest in Seacare Compass Perth Limited and Seacare Compass Aberdeen Limited.
Company
During the year the group paid interest of £545,930 (2022: £392,265) interest to Seacare Holdings Pte Limited the parent company. The balances due to the parent company Seacare Holdings Private Limited at 31 March 2022 was £20,330,798 (2022: £17,026,311). Amounts due to other group companies at 31 March 2023 were £489,377 (2022: £671,368) to Seacare Hospitality Private Limited and £696 (2022: £541) to Seacare Foundation Pte Ltd. During the year the company received interest of £45,305 (2022: £29,093) from Compass Seacare Holdings Limited. Seacare Hospitality (UK) Limited has a 30% holding in that company. The balance due from that company at 31 March 2023 was £801,199 (2022: £800,924).
31. Controlling party
The parent company is Seacare Holdings Private Limited, a company incorporated in Singapore.