Company registration number 09711513 (England and Wales)
KINGFISHER TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
KINGFISHER TOPCO LIMITED
COMPANY INFORMATION
Directors
DM Farrell
R H Filmer-Wilson
D P Mobbs
L Roque-Nemeth
(Appointed 31 October 2022)
Company number
09711513
Registered office
First Floor Premises
14 Woolhall Street
Bury St. Edmunds
Suffolk
IP33 1LA
Auditor
RSM UK Audit LLP
Third Floor
T Bromley
15-17 London Road
Bromley
Kent
BR1 1DE
Business address
First Floor Premises
14 Woolhall Street
Bury St. Edmunds
Suffolk
IP33 1LA
KINGFISHER TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Profit and loss account
14
Group statement of comprehensive income
15
Group balance sheet
16
Company balance sheet
17
Group statement of changes in equity
18
Company statement of changes in equity
19
Group statement of cash flows
20
Notes to the financial statements
21 - 41
KINGFISHER TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Business review and future developments

As we reflect on 2022, Kingfisher Topco Limited (KTL) has continued to grow and expand our services and patient base throughout the UK. We launched our first dermatology contract in the North West, completed the transformational acquisition of Pennine MSK Partnership Ltd and continued to expand our Talking Therapy services with the successful launch of another service in the North of England.

Our NHS market unit has grown substantially through the year, building on the successful contract mobilisations of prior years. The business successfully implemented another new Mental Health NHS contract, within the North East. These contracts have performed in line with expectation as the year has progressed. We have continued to reinvest in our Mental Health proposition, expanding ways service users can access the services whilst also providing greater support during treatment and through our community-based partnerships.

The Corporate market unit has performed adequately and we believe will continue to growth in 2023 and beyond. We have successfully on-boarded a number of recognised brands along with enhancing our relationships with well-known private medical insurers. The business model continues to be able to provide virtual alongside face to face pathways and these have been well received from both users and Corporate customers alike.

The Private market has yet to fully recover to pre-pandemic levels. City centre locations continue to experience lower volumes, but this has been mitigated by suburban areas, supported by recent acquisitions in these areas.

Despite significant revenue growth during the year, increased administration expenses and interest payments due to increased debt and interest rates have meant an increased loss before tax for the KTL consolidated group of £3,676,086 compared with a loss of £1,716,289 in 2021.

Looking forward, the Directors of the business remain very confident in our ability to continue to grow and deliver results in line with expectation. We have successfully launched another new NHS Mental Health contract in early 2023. We are currently mobilising another NHS Mental Health contract and two additional NHS Dermatology contracts, all of which are due to go live in early 2024.

Principal risks and uncertainties and financial risk management policies and objectives

In common with every other business, the company aims to minimise financial risk. The measures used by the directors to manage this risk include the preparation of profit and cash flow forecasts, regular monitoring of actual performance against these forecasts and ensuring that adequate financing facilities are in place to meet the requirements of the business.

Apart from the risks stated below, the company is dependent on developing and maintaining contracts with a relatively small number of key customers, and the availability of long- term finance as the business grows.

Kingfisher Topco Limited has a financial risk management objective of ensuring that its’ trading financial requirements are supported rather than hindered by exposure to third party (non-equity) financial instruments. To this point, we have engaged with Shawbrook Bank Limited to ensure we have sufficient working capital in order to execute our wider growth ambitions. Furthermore, we retain access to additional facilities available through our ultimate shareholder Archimed SAS (Med I / Med Feeder I) should these be required.

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The company is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts. Credit risk also rises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating “A” are used.

KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Liquidity risk

Liquidity risk arises from the company’s management working capital and the finance charges and principal repayments on its debt instruments. It is a risk that the group will encounter difficulty in meeting its’ financial obligations as they fall due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 30 days. The Board receives a 12-month rolling cash flow projection on a monthly basis as well as daily information regarding cash balances. Furthermore, we must meet financial covenants as part of our Shawbrook debt facility which are monitored on a quarterly basis (look forward and historic) which adds an additional layer of governance.

Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the group’s processes, personnel, technology and infrastructure, and from external factors other than credit and market risk such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. The governance framework supported by detailed operational procedures manages operational risk so as to balance the avoidance of financial losses and damage to reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

Financial key performance indicators
KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The table below summarises the GHG emissions for reporting year: 1st January 2022 to 31st December 2022. As a business we have been assessing our carbon emissions since 2021 and have provided this year and last year’s baseline assessment results for comparison.

 

Breakdown of Vita Health Group’s 2022 GHG Emissions:

 

Scope

Emission Source

Location-based (tCO₂e)

Market-based (tCO₂e)

1

Natural Gas

13.65

13.65

Company vehicles

1.67

1.67

Refrigerants

2.40

2.40

Scope 1 Total

17.73

17.73

2

Electricity

63.78

106.92

Scope 2 Total

63.78

106.92

3.1

 

Non-controlled site electricity

50.35

83.50

Paper

0.37

0.37

Water

0.26

0.26

3.2

Computing

263.14

263.14

3.3

Scopes 1 and 2 Well-to-Tank

18.12

17.89

Transmission & Distribution

11.84

11.72

3.5

Waste

53.13

53.13

Wastewater

0.48

0.48

3.6

Grey Fleet (employee-owned vehicles)

102.58

102.58

Hotel Stays

19.36

19.36

Rail

11.04

11.04

Flights

4.42

4.42

Taxi

2.13

2.13

Company vehicles off-site charging (scope 3)

0.16

0.16

3.7

Commuting (estimated)

210.72

210.72

Homeworking

82.13

82.13

Scope 3 Total

830.23

863.04

Tonnes of CO₂e

911.74

987.68

Tonnes of CO₂e per employee

0.77

0.84

Tonnes of CO₂e per £ million turnover

15.77

17.09

Total Energy Consumption (kWh)*

968,651

*Total Energy Consumption includes UK site electricity, UK site natural gas, company owned vehicles, and employee-owned vehicles (grey fleet).

KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -

Scope 1

Electricity generated on-site

0

Site gas

13.65

Site Gas Oil

0

Site Coal (electricity generation)

0

Site LPG

0

Site Diesel (retail)

0

Refrigerants

2.4

Company car travel

1.67

Vehicle fuel usage

0

Owned Vans

0

Lorry freight (owned)

0

Process emissions

0

Scope 2

Electricity generation

104.42

District heating generation

0

Scope 3

Cash opt out car travel

0

Employee-owned car travel (grey fleet)

81.15

Motorbike travel

0

Bus travel

0

Taxi travel

1.72

Rail travel

8.82

Ferry travel

0

Flights

3.98

Outsourced Logistics - Rail

0

Outsourced Logistics - Road

0

Outsourced Logistics - Sea

0

Outsourced Logistics - Air

0

Van travel and distribution (Outsourced)

0

Waste

53.13

Water (and wastewater)

0.74

Electricity transmission & distribution

9.55

District heating distribution

0

Hotel stays

19.36

Hire cars

0

Home-workers

82.13

Paper

0.37

Non-Controlled Site electricity

0

Non-Controlled Site gas

0

Non-Controlled Site gas oil

0

Non-Controlled Site coal

0

Non-Controlled Site LPG

0

Non-Controlled Site diesel

0

Non-Controlled Site district heating

0

Well To Tank

97.85

Company Electric Vehicles (charged off-site)

0.16

Commuting

167.49

Computing

263.14

Total tonnes of CO2e

911.74

KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -

Measures that have been taken during the financial year covered by the Director’s Report to improve energy efficiency include:

 

 

We are delighted to be able to show we have reduced our location-based greenhouse gas emissions by 3.5% since last year.

Activity

Baseline Year

(2021)

Current Year

(2022)

Total energy consumed (kWh)

639,449.88

968,651.42

Total Gross Location-Based Emissions (tCO2e)

990.94

956.09

Total Gross Market-Based Emissions (tCO2e)

907.23

987.68

Carbon offsets (tCO2e)

0

0

Total Net Market-Based Emissions (tCO2e)

907.23

987.68

Intensity ratio: tCO2e (gross Scope 1 & 2, market-based) per £M revenue

2.57

2.16

KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
Section 172 statement

The leadership of our business is focused on delivering value for all members that we interact with. We set out below how we meet these requirements.

The success of our business is dependent on the support of all our stakeholders. Building positive relationships that hold common values enables us to deliver value and improve outcomes for all – from patients, staff, customers, suppliers, and shareholders.

Our group consist of business units focussed on different customer sets – NHS, Corporate and Direct Consumers. However, the long-term success of our business requires successful working practices with staff, suppliers, customers, and patients. We exist to ‘Make People Better’ and focus on this daily. We ensure compliance with group policies and seek to make decisions that balance views across all stakeholders.

The leadership terms of each area make decisions with a long-term view in mind. To fulfil their duties, the Directors of each business and the Group take care to consider potential consequences on all stakeholders of decisions and actions taken. Where possible, affected groups are conferred with in advance as we attempt to fully understand the range of views.

Reports are regularly made to Group Board by the business units about the underlying performance and key strategic direction. Core decisions will be escalated appropriately, and a balance of stakeholders is sought as it is vital for our organisation to consider the impact on all to succeed.

Our Patients are at the heart of everything we do. Our purpose to ‘Make People Better’ means that our clinical standards and governance is critical to the long-term success of our business. We ensure that appropriate treatment is provided with supervision and reviews implemented at appropriate levels. Our breadth of services now encompasses Musculoskeletal, Mental Health and Dermatology enabling us to treat various conditions, many of which often overlap, which we firmly believe is to the benefit of our patients.

We could not deliver our fantastic services without our staff. Our colleagues have once again demonstrated their commitment to the business, ensuring our propositions continue to lead the market effectively and efficiently. We have invested materially in our People Services Team during 2022, reflecting our commitment to addressing issues on Equality, Diversity and Inclusion which has been positively received by our staff. This focus will continue as we strive to lead the way and ensure that our staff base is reflective of the patients we serve.

Our customers have clear KPIs that we must adhere to. We have regular dialogue with key customers and always seek to work collaboratively to meet challenges when they arise. We are proud of the feedback that we receive and are delighted to welcome new Customers in 2022.

Many of our suppliers provide systems and support that are the backbone of our business. We have monthly discussions with key suppliers, ensure engagement is at the correct level and seek to understand their challenges and opportunities to align wherever possible.

Shareholders are supportive and have an aligned view that long term success is dependent on delivering exceptional service whilst managing risk appropriately. Ensuring risks are identified and mitigated is a key consideration with a robust governance framework in place. Dialogue with key shareholders is on a regular basis with minority shareholder engaged as and when appropriate.

We believe optimal health outcomes can be achieved through working with local communities. An example of this in our NHS Talking Therapy contracts where we have many instances of working with local, third sector organisations to ensure engagement and that those people who can benefit from our services have an improved awareness of the available support.

Our impact on the environment is a continued focus – we have employed a dedicated Sustainability Manager to drive awareness and lead initiative to reduce our environmental impact. Furthermore, we have once again commissioned a report assessing our Greenhouse Gas emissions in accordance with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’. This report reflects the action taken in 2022 to reduce our emissions including measures such as maximising energy efficient lighting, increased implementation of smart meters and improve awareness and behavioural change around environmental topics. This has resulted in a 3.5% reduction in our location-based Greenhouse Gas emissions compared to 2021.

KINGFISHER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -

On behalf of the board

DM Farrell
Director
5 October 2023
KINGFISHER TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company is that of a holding company. The principal activity of the group continued to be that of the provision of rehabilitation, health and wellbeing, mental health and physiotherapy services.

Results and dividends

The results for the year are set out on page 14.

No ordinary dividends were paid (2021 : £Nil). The directors do not recommend payment of a further dividend (2021 : £Nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

DM Farrell
R H Filmer-Wilson
D P Mobbs
L Roque-Nemeth
(Appointed 31 October 2022)
V Guillaumot
(Resigned 31 October 2022)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic Report

Future developments are not disclosed within the Directors' Report as it is instead included within the Strategic Report on page 1 under s414c(11) of the Companies Act 2006.true

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

KINGFISHER TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
On behalf of the board
DM Farrell
Director
5 October 2023
KINGFISHER TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

KINGFISHER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINGFISHER TOPCO LIMITED
- 11 -
Opinion

We have audited the financial statements of Kingfisher Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 contained within the annual report. 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. 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 course of 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 our audit:

KINGFISHER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINGFISHER TOPCO LIMITED
- 12 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

KINGFISHER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINGFISHER TOPCO LIMITED
- 13 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

 

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and evaluating statutory tax information prepared by the group's tax advisers.

 

The group audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied, and testing of revenue cut off and completeness.

 

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

William Farren FCA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP
5 October 2023
Chartered Accountants
Statutory Auditor
Third Floor
T Bromley
15-17 London Road
Bromley
Kent
BR1 1DE
KINGFISHER TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
2022
2021
Continuing operations
Notes
£
£
Turnover
3
63,057,587
44,527,052
Cost of sales
(48,135,574)
(32,797,559)
Gross profit
14,922,013
11,729,493
Administrative expenses
(20,947,119)
(15,340,201)
Other operating income
4,502,254
2,988,177
Operating loss
6
(1,522,852)
(622,531)
Interest receivable and similar income
10
67
112
Interest payable and similar expenses
11
(2,153,302)
(1,093,870)
Loss before taxation
(3,676,087)
(1,716,289)
Tax on loss
12
(221,877)
82,019
Loss for the financial year
26
(3,897,964)
(1,634,270)
Loss for the financial year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

KINGFISHER TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
2022
2021
£
£
Loss for the year
(3,897,964)
(1,634,270)
Other comprehensive income
-
-
Total comprehensive income for the year
(3,897,964)
(1,634,270)
Total comprehensive income for the year is all attributable to the owners of the parent company.
KINGFISHER TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 16 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
13
8,703,217
1,369,976
Other intangible assets
13
7,484,559
5,145,201
Total intangible assets
16,187,776
6,515,177
Tangible assets
14
937,416
790,728
17,125,192
7,305,905
Current assets
Stocks
17
41,112
22,682
Debtors
18
7,972,504
6,361,663
Cash at bank and in hand
3,158,274
2,246,909
11,171,890
8,631,254
Creditors: amounts falling due within one year
19
(17,759,020)
(7,834,913)
Net current (liabilities)/assets
(6,587,130)
796,341
Total assets less current liabilities
10,538,062
8,102,246
Creditors: amounts falling due after more than one year
20
(21,775,982)
(15,560,622)
Provisions for liabilities
Provisions
22
75,223
-
0
Deferred tax liability
23
86,913
43,716
(162,136)
(43,716)
Net liabilities
(11,400,056)
(7,502,092)
Capital and reserves
Called up share capital
25
3,763,163
3,763,163
Capital redemption reserve
26
107,350
107,350
Profit and loss reserves
26
(15,270,569)
(11,372,605)
Total equity
(11,400,056)
(7,502,092)
The financial statements were approved by the board of directors and authorised for issue on 5 October 2023 and are signed on its behalf by:
05 October 2023
DM Farrell
Director
Company registration number 09711513 (England and Wales)
KINGFISHER TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 17 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
15
214,851
214,851
Current assets
Debtors
18
4,384,252
4,364,921
Cash at bank and in hand
491
22,983
4,384,743
4,387,904
Creditors: amounts falling due within one year
19
(862,543)
(851,766)
Net current assets
3,522,200
3,536,138
Net assets
3,737,051
3,750,989
Capital and reserves
Called up share capital
25
3,763,163
3,763,163
Capital redemption reserve
26
107,350
107,350
Profit and loss reserves
26
(133,462)
(119,524)
Total equity
3,737,051
3,750,989

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £13,938 (2021:£831 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 5 October 2023 and are signed on its behalf by:
05 October 2023
DM Farrell
Director
Company registration number 09711513 (England and Wales)
KINGFISHER TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
3,763,163
107,350
(9,738,335)
(5,867,822)
Year ended 31 December 2021:
Loss and total comprehensive income
-
-
(1,634,270)
(1,634,270)
Balance at 31 December 2021
3,763,163
107,350
(11,372,605)
(7,502,092)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(3,897,964)
(3,897,964)
Balance at 31 December 2022
3,763,163
107,350
(15,270,569)
(11,400,056)
KINGFISHER TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
3,763,163
107,350
(118,693)
3,751,820
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(831)
(831)
Balance at 31 December 2021
3,763,163
107,350
(119,524)
3,750,989
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(13,938)
(13,938)
Balance at 31 December 2022
3,763,163
107,350
(133,462)
3,737,051
KINGFISHER TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
6,941,588
1,201,228
Interest paid
(710,164)
-
Income taxes (paid)/refunded
(365)
379
Net cash inflow from operating activities
6,231,059
1,201,607
Investing activities
Purchase of intangible assets
(3,068,953)
(3,289,940)
Purchase of tangible fixed assets
(439,989)
(499,069)
Proceeds from disposal of tangible fixed assets
-
5,892
Purchase of subsidiaries (net of cash acquired)
(6,969,708)
(793,280)
Interest received
67
112
Net cash used in investing activities
(10,478,583)
(4,576,285)
Financing activities
Repayment of borrowings
-
(686,024)
Proceeds from new bank loans
5,800,000
5,750,000
Repayment of bank loans
(641,111)
(312,349)
Payment of finance leases obligations
-
(7,097)
Net cash generated from financing activities
5,158,889
4,744,530
Net increase in cash and cash equivalents
911,365
1,369,852
Cash and cash equivalents at beginning of year
2,246,909
877,057
Cash and cash equivalents at end of year
3,158,274
2,246,909
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
1
Accounting policies
Company information

Kingfisher Topco Limited (“the company”) is a private limited company limited by shares and is registered, domiciled and incorporated in England and Wales. The registered office is First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, Suffolk, IP33 1LA.

 

The group consists of Kingfisher Topco Limited and all of its subsidiaries.

 

The company's and the group's principal activities and nature of its operations are disclosed in the Strategic Report and the Directors' Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Kingfisher Topco Limited and all of its subsidiaries (i.e entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group is expected to have adequate resources to continue in operational existence for a period of one year from the date of signing these financial statements.

 

In arriving at this conclusion, the directors have taken into consideration the results to date for the current year along with the forecasts and cash flow through to 31 December 2024. The external debt and associated interest due by KML is not due until late 2026 and group forecasts show a positive cash position for the trading group. A significant proportion of the income arising across the group is under multi-year agreements and there are also numerous corporate contracts. The group has continued to grow with acquisitions and new contract wins which are expected to increase group income and EBITDA over the next twelve months. The directors consider that measures put in place enable the group to continue to meet their obligations as they fall due for at least the next twelve months.

 

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents amounts receivable for goods and services provided to customers net of trade discounts. Turnover is recognised on the accruals basis over the period to which it relates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue in respect of services provided to customers is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 to 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Negative goodwill arises when the cost of a business combination is less than the fair value of the interest in the identifiable assets, liabilities and contingent liabilities acquired. The amount up to the fair value of the non-monetary assets acquired is credited to profit or loss in the period in which those non-monetary assets are recovered. Negative goodwill in excess of the fair value of the non-monetary assets acquired is credited to profit or loss in the periods expected to benefit, which the directors consider to be 5 years.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 23 -
1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
20% straight line
Mobilisation costs
5 years & 5-10 years
Finance system
10 years
Customer contracts
Life-span of customer contract
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% straight line
Leasehold improvements
20% straight line
Plant & machinery
33% reducing balance
Fixtures, fittings & equipment
50% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

In the separate accounts of the company, interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

 

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 24 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, accrued income, amounts owed by group undertakings and cash and bank balances, are initially measured at transaction price including transactions costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and 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.

 

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 25 -
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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors (including accruals), bank loans and overdrafts, other loans, obligations under finance leases and amounts owed to group undertakings, 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 payments discounted at a market rate of interest.

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the fair value of proceeds received, net of transaction costs.

1.14
Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

 

Current and deferred tax is charged or credited to profit of loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

 

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if any only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

 

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profit and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 26 -
1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

1.17
Retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either other creditors or other debtors.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 27 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Intangible assets

Goodwill is amortised over its estimated useful economic life.

 

Mobilisation intangibles are amortised over the life of the contract. In cases where the company controls any extension of the contract, the mobilisation intangibles are amortised over the life of the contract plus the extension if the company expects to enact this.

Fixed assets investments

Assessing whether or not investments in subsidiary entities remain unimpaired requires the exercising of judgement, particularly during a period of change in the underlying business and as a strategy of growth and performance improvement is pursued. In undertaking this assessment directors have regards to estimates of future profitability, discount rates and/or multiples of value that might be realised on sale. Each of these elements is subject to estimation uncertainty that may be subject to future revision and such uncertainty is heightened by the relatively early stage of the Company's development in its present form. Having undertaken a review as at 31 December 2022, the directors do not consider that any material impairment has arisen.

Debtor provisions

Assessing the adequacy of an allowance for doubtful debts necessitates an assessment of a customer's ability and agreement to pay. The combination of these factors is subject to estimation and uncertainty.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Provision of rehabilitation, counselling and physiotherapy services
63,057,587
44,527,052
2022
2021
£
£
Other revenue
Interest income
67
112
Grants received
4,475,258
2,905,353
Rent receivable
6,603
4,715

All the group's turnover for the year and prior period was within the United Kingdom.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 28 -
4
Exceptional item
2022
2021
£
£
Expenditure
Exceptional item - Administrative costs
1,170,330
426,683
1,170,330
426,683

Included within administrative costs are exceptional costs incurred in respect of professional fees of £1,170,330 (2021:£426,683).

5
Government grants

During the year, no applications were made under the governments Coronavirus Job Retention Scheme (2021:£61,313), as the scheme ceased in September 2021.

 

The group received training rebate income from Health Education England (HEE) or Integrated Care Boards (ICB) relating to trainee Psychological Wellbeing Practitioners of £4,428,536 and other non-HEE/ICB grant income of £46,722. Total income recognised in the year was £4,475,258 (2021:£2,844,040). £70,779 (2021:£487,097) was receivable at the year end.

6
Operating loss
2022
2021
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
435
-
Government grants
(4,475,258)
(2,905,353)
Depreciation of owned tangible fixed assets
297,017
286,547
(Profit)/loss on disposal of tangible fixed assets
-
0
1,847
Amortisation of intangible assets
4,063,466
2,002,622
Operating lease charges
1,240,700
991,342
7
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,000
8,800
Audit of the financial statements of the company's subsidiaries
111,500
80,100
120,500
88,900
For other services
Taxation compliance services
29,000
19,200
Other taxation services
10,000
-
Services relating to corporate finance transactions
179,000
-
All other non-audit services
97,700
97,700
315,700
116,900
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
8
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Administrative staff
381
446
-
4
Front line staff
939
608
-
-
Total
1,320
1,054
-
0
4

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
38,602,800
29,660,454
-
0
-
0
Social security costs
3,563,527
2,337,111
-
0
-
0
Pension costs
1,906,955
1,324,251
-
0
-
0
44,073,282
33,321,816
-
0
-
0
9
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
448,549
232,224
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2022
2021
£
£
Remuneration for qualifying services
190,143
190,442

Directors' remuneration for the year and the prior year has been borne by the subsidiary company Vita Health Group Limited.

 

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2021:3).

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 30 -
10
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
67
112
11
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
700,047
152,627
Other interest on financial liabilities
1,443,138
941,243
Other interest
10,117
-
Total finance costs
2,153,302
1,093,870
12
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
103,007
-
0
Adjustments in respect of prior periods
(14)
-
0
Total current tax
102,993
-
0
Deferred tax
Origination and reversal of timing differences
99,432
(92,431)
Changes in tax rates
19,452
10,412
Total deferred tax
118,884
(82,019)
Total tax charge/(credit)
221,877
(82,019)
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
12
Taxation
(Continued)
- 31 -

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Loss before taxation
(3,676,087)
(1,716,289)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(698,457)
(326,095)
Tax effect of expenses that are not deductible in determining taxable profit
850,767
178,635
Tax effect of income not taxable in determining taxable profit
-
0
(5,810)
Remeasurement of deferred tax for changes in tax rates
10,691
(362,025)
Deferred tax not recognised
75,038
441,381
Fixed asset differences
(16,837)
(7,066)
Group relief
(40,185)
(1)
Other differences
40,852
(1,062)
Other permanent differences
8
24
Taxation charge/(credit)
221,877
(82,019)
13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Mobilisation costs
Customer contracts
Total
£
£
£
£
£
£
Cost
At 1 January 2022
5,322,932
(680,417)
4,528,609
5,818,070
-
14,989,194
Additions
316,771
-
0
2,117,886
634,296
-
3,068,953
Additions - business combinations (Note 27)
8,851,547
-
0
-
0
-
0
1,815,565
10,667,112
At 31 December 2022
14,491,250
(680,417)
6,646,495
6,452,366
1,815,565
28,725,259
Amortisation and impairment
At 1 January 2022
3,952,956
(680,417)
1,515,778
3,685,700
-
8,474,017
Amortisation charged for the year
1,835,077
-
0
1,061,408
486,144
680,837
4,063,466
At 31 December 2022
5,788,033
(680,417)
2,577,186
4,171,844
680,837
12,537,483
Carrying amount
At 31 December 2022
8,703,217
-
0
4,069,309
2,280,522
1,134,728
16,187,776
At 31 December 2021
1,369,976
-
0
3,012,831
2,132,370
-
6,515,177
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
13
Intangible fixed assets
(Continued)
- 32 -

The group goodwill disclosed above has a remaining amortisation period of between 1 year and 6 months and 5 years and 8 months.

14
Tangible fixed assets
Group
Leasehold land and buildings
Leasehold improvements
Plant & machinery
Fixtures, fittings & equipment
Total
£
£
£
£
£
Cost
At 1 January 2022
100,259
-
0
55,578
2,321,714
2,477,551
Additions
-
33,313
19,507
387,169
439,989
Business combinations
-
0
-
0
3,716
-
0
3,716
At 31 December 2022
100,259
33,313
78,801
2,708,883
2,921,256
Depreciation and impairment
At 1 January 2022
94,306
-
0
31,322
1,561,195
1,686,823
Depreciation charged in the year
1,598
3,492
13,748
278,179
297,017
At 31 December 2022
95,904
3,492
45,070
1,839,374
1,983,840
Carrying amount
At 31 December 2022
4,355
29,821
33,731
869,509
937,416
At 31 December 2021
5,953
-
0
24,256
760,519
790,728
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
15
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
214,851
214,851
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
214,851
Carrying amount
At 31 December 2022
214,851
At 31 December 2021
214,851
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 33 -
16
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Crystal Palance Physio Holdings Limited
a)
Holding company
Ordinary
0
100.00
Kingfisher Bidco Limited
a)
Holding company
Ordinary
0
100.00
Kingfisher Midco Limited
a)
Holding company
Ordinary
100.00
-
Vita Health Solutions Limited
a)
Physiotherapy services
Ordinary
0
100.00
Vita Health Group Limited
a)
Rehabilitation services
Ordinary
0
100.00
Vita Health Wellness Limited
a)
Counselling & rehabilitation services
Ordinary
0
100.00
Physiotherapy Specialists Limited
a)
Physiotherapy services
Ordinary
0
100.00
Physio For All Limited
a)
Physiotherapy services
Ordinary
0
100.00
The Abbey Clinic Limited
a)
Physiotherapy services
Ordinary
0
100.00
The Bisham Abbey Knee Clinic Limited
a)
Ordinary
0
100.00
Pennine MSK Partnership Limited
a)
Physiotherapy services
Ordinary
0
100.00
Physiotherapy2Fit Limited
a)
Physiotherapy services
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

a)
First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA

The investments in subsidiaries are all stated at cost.

On 31 March 2022 the group acquired 100% of the issued share capital of Physiotherapy2Fit Limited (see Note 27).

 

On 23 April 2022 the group acquired 100% of the issued share capital of Pennine MSK Partnership Limited (see Note 27).

 

On 19 July 2022 the group dissolved VHG Holdco Limited, a dormant subsidiary company.

 

Under s479A-479C of the Companies Act 2006, the following subsidiaries are claiming exemption from audit of their individual financial statements as guaranteed subsidiaries of Kingfisher Topco Limited;

 

17
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Work in progress
8,198
1,978
-
-
Finished goods and goods for resale
32,913
20,704
-
0
-
0
41,111
22,682
-
0
-
0
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 34 -
18
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,658,300
3,304,151
-
0
65
Unpaid share capital
300,051
300,051
300,051
300,051
Amounts owed by group undertakings
-
-
4,068,970
4,033,966
Other debtors
365,483
352,336
15,231
30,839
Prepayments and accrued income
2,533,423
2,259,463
-
0
-
0
7,857,257
6,216,001
4,384,252
4,364,921
Deferred tax asset (note 23)
16,370
50,043
-
0
-
0
7,873,627
6,266,044
4,384,252
4,364,921
Amounts falling due after more than one year:
Other debtors
98,877
95,619
-
0
-
0
Total debtors
7,972,504
6,361,663
4,384,252
4,364,921

Other debtors totalling £98,877 (2021:£95,619) relate to rental deposits due after one year.

 

Amounts owed by group undertakings are interest free and are repayable on demand.

19
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans
21
770,000
383,333
-
0
-
0
Trade creditors
4,564,667
1,478,106
-
0
-
0
Amounts owed to group undertakings
-
0
-
814,638
814,638
Corporation tax payable
103,007
379
-
0
-
0
Other taxation and social security
1,524,300
1,218,383
-
-
Other creditors
6,312,045
2,160,498
37,130
37,130
Accruals and deferred income
4,485,001
2,594,214
10,775
-
0
17,759,020
7,834,913
862,543
851,768

Amounts owed to group undertakings are interest free and are payable on demand.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 35 -
20
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
21
9,979,167
5,206,945
-
0
-
0
Other borrowings
21
11,796,815
10,353,677
-
0
-
0
21,775,982
15,560,622
-
-
21
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
10,749,167
5,590,278
-
0
-
0
Loans from related parties
11,127,334
9,745,058
-
0
-
0
Other loans
669,481
608,619
-
0
-
0
22,545,982
15,943,955
-
-
Payable within one year
770,000
383,333
-
0
-
0
Payable after one year
21,775,982
15,560,622
-
0
-
0

Bank loans of £10,749,167 (2021:£5,590,278) are secured by a fixed and floating charge over the assets of the group.

 

Loans from related parties comprise loan notes from Med I and Med I Feeder investment funds, the ultimate controlling party. The loan notes bear interest at 10% p.a. with accrued interest added to the outstanding loans. The loan notes and the related interest are due for repayment by 1 October 2026.

 

Other loans comprise loan notes which bear interest at 10% p.a. with the accrued interest added to the outstanding loans. The loan notes and the related interest are due for repayment by 1 October 2026.

22
Provisions for liabilities
Group
Company
2022
2021
2022
2021
£
£
£
£
75,223
42,720
-
-
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
22
Provisions for liabilities
(Continued)
- 36 -
Movements on provisions:
Group
£
At 1 January 2022
42,720
Additional provisions in the year
32,503
At 31 December 2022
75,223
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Group
£
£
£
£
Fixed asset timing differences
27,108
996
-
(116,203)
Short term timing differences
59,805
-
16,370
166,246
86,913
996
16,370
50,043
The company has no deferred tax assets or liabilities.
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
43,716
-
Charge to profit or loss
118,884
-
Liability at 31 December 2022
162,600
-

The group has deferred tax losses of £6,125,000 (2021:£5,888,428) available for carry forward against future trading profits. The deferred tax asset in relation to these losses of £1,531,000 (2021:£1,472,107) has not been recognised as the directors consider future profits are unlikely to absorb them in the short term.

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 37 -
24
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,906,955
1,298,925

A defined contribution pension scheme is operated for all qualifying employees of the group. The assets of the scheme are held separately from those of the group in an independently administered fund. At the year end £528,426 (2021:£1,037,027) remained outstanding and included in other creditors.

25
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
2,863,201
2,863,201
2,863,201
2,863,201
Ordinary A shares of £1 each
830,882
830,882
830,882
830,882
Ordinary B shares of £1 each
69,080
69,080
69,080
69,080
3,763,163
3,763,163
3,763,163
3,763,163

Ordinary and ordinary A shares rank parri passu in respect of entitlement to distribution and voting rights. The holders of ordinary B shares have no rights in respect of distribution or votes.

 

Of the above share capital 2,863,201 ordinary shares of £1 each, 537,827 ordinary A shares of £1 each and 38,267 ordinary B shares of £1 each, are paid.

 

At 31 December 2022, 293,055 ordinary A shares and 6,996 ordinary B shares remain unpaid.

26
Reserves
Capital redemption reserve
The nominal value of shares repurchased and still held at the end of the reporting period.
Profit and loss reserves
Cumulative profit and loss net of distributions to owners.
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 38 -
27
Acquisition of a business

On 23 April 2022 the group acquired 100% of the issued capital of Pennine MSK Partnership Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible Assets
-
1,815,565
1,815,565
Property, plant & equipment
1
-
1
Trade & other receivables
1,150,137
(68,431)
1,081,706
Cash and cash equivalents
602,686
-
602,686
Trade & other payables
(659,998)
-
(659,998)
Total identifiable net assets
1,092,826
1,747,134
2,839,960
Goodwill
8,265,469
Total consideration
11,105,429
The consideration was satisfied by:
£
Cash
6,720,000
Deferred consideration
3,996,572
Additional costs (Professional fees)
388,857
11,105,429
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,453,039
Profit after tax
802,984

On 31 March 2022 the group acquired 100% of the issued capital of Physiotherapy2Fit Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant & equipment
3,716
-
3,716
Trade & other payables
(1,256)
-
(1,256)
Total identifiable net assets
2,460
-
2,460
Goodwill
586,078
Total consideration
588,538
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
27
Acquisition of a business
(Continued)
- 39 -
The consideration was satisfied by:
£
Cash
375,000
Deferred consideration
125,000
Additional costs (Professional fees)
88,538
588,538
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
406,893
Profit after tax
23,248
28
Financial commitments, guarantees and contingent liabilities

Vita Health Group Limited, Vita Health Wellness Limited and Vita Health Solutions Limited are included in a group registration for VAT purposes and therefore are jointly and severally liable for the unpaid debts of the companies. As at 31 December 2022, the VAT liability of Vita Health Group Limited amounted to £805 (2021:asset of £5,415), the VAT liability of Vita Health Wellness Limited amounted to £173,273 (2021:£189,360) and the VAT asset of Vita Health Solutions Limited amounted to £1,416 (2021:£4,047) and are reflected in their balance sheets.

29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
597,637
627,687
-
-
Between two and five years
623,887
423,523
-
-
In over five years
30,054
-
-
-
1,251,578
1,051,210
-
-
30
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
30
Related party transactions
(Continued)
- 40 -
Interest payable
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the company
1,382,276
885,914
Other related parties
60,862
55,329

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2022
2021
£
£
Group
Entities with control, joint control or significant influence over the group
11,127,334
9,745,058
Other related parties
669,481
608,619

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2022
2021
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
300,000
300,000
31
Cash generated from group operations
2022
2021
£
£
Loss for the year after tax
(3,897,964)
(1,634,270)
Adjustments for:
Taxation charged/(credited)
221,877
(82,019)
Finance costs
2,153,302
1,093,870
Investment income
(67)
(112)
(Gain)/loss on disposal of tangible fixed assets
-
1,847
Amortisation and impairment of intangible assets
4,063,466
2,002,622
Depreciation and impairment of tangible fixed assets
297,017
286,547
Increase in provisions
32,503
42,720
Movements in working capital:
(Increase)/decrease in stocks
(18,429)
501
Increase in debtors
(562,808)
(1,613,016)
Increase in creditors
4,652,691
1,102,538
Cash generated from operations
6,941,588
1,201,228
KINGFISHER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 41 -
32
Analysis of changes in net debt - group
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
2,246,909
911,365
3,158,274
Borrowings excluding overdrafts
(15,943,955)
(6,602,027)
(22,545,982)
(13,697,046)
(5,690,662)
(19,387,708)
33
Analysis of changes in net funds - company
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
22,983
(22,492)
491
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