Company Registration No. 09711514 (England and Wales)
KINGFISHER MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
KINGFISHER MIDCO LIMITED
COMPANY INFORMATION
Directors
D M Farrell
S J Foster
(Appointed 23 December 2022)
Company number
09711514
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 MIDCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
KINGFISHER MIDCO 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 plans

The principal activity of the company is that of a holding investment company. The result for the year was satisfactory. The loss for the year was £1,445,723 (2021: £941,322) which reflect bank charges, audit fees and interest on loan notes. The company has a net liability position of £5,067,164 (2021: £3,621,441) at the year end. The company is expected to continue with these activities at a similar level in the forthcoming year.

Key performance indicators

The directors of Kingfisher Topco Limited manage the group’s operations on a group wide basis. For this reason, the company directors believe that analysis using key performance indicators for the company is not necessary or appropriate for an understanding of the development, performance, or position of Kingfisher Midco Limited.

The development, performance, and position of Kingfisher Midco Limited is discussed in the group’s report and financial statements which does not comprise part of this report.

The directors have not identified any risks specific to this entity. Group risks have been covered in the consolidated financial statements of Kingfisher Topco Limited.

On behalf of the board

D M Farrell
Director
5 October 2023
KINGFISHER MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

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

D M Farrell
S J Foster
(Appointed 23 December 2022)
M R Armour
(Resigned 23 December 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.

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.

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
D M Farrell
Director
5 October 2023
KINGFISHER MIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

KINGFISHER MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KINGFISHER MIDCO LIMITED
- 4 -
Opinion

We have audited the financial statements of Kingfisher Midco Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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 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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINGFISHER MIDCO LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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:

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 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 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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KINGFISHER MIDCO LIMITED
- 6 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the 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 company's tax advisers.

 

The audit engagement team identified the risk of management override of controls as the area 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 and challenging judgments and estimates applied.

 

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 MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2022
2021
Notes
£
£
Administrative expenses
(2,585)
(79)
Interest payable and similar expenses
5
(1,443,138)
(941,243)
Loss before taxation
(1,445,723)
(941,322)
Tax on loss
6
-
0
-
0
Loss for the financial year
(1,445,723)
(941,322)
KINGFISHER MIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 8 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
7
214,851
214,851
Current assets
Debtors
9
6,615,300
6,612,430
Cash at bank and in hand
406,138
406,318
7,021,438
7,018,748
Creditors: amounts falling due within one year
10
(506,638)
(501,363)
Net current assets
6,514,800
6,517,385
Total assets less current liabilities
6,729,651
6,732,236
Creditors: amounts falling due after more than one year
11
(11,796,815)
(10,353,677)
Net liabilities
(5,067,164)
(3,621,441)
Capital and reserves
Called up share capital
13
214,851
214,851
Profit and loss reserves
14
(5,282,015)
(3,836,292)
Total equity
(5,067,164)
(3,621,441)
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:
D M Farrell
Director
Company Registration No. 09711514
KINGFISHER MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
214,851
(2,894,970)
(2,680,119)
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(941,322)
(941,322)
Balance at 31 December 2021
214,851
(3,836,292)
(3,621,441)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,445,723)
(1,445,723)
Balance at 31 December 2022
214,851
(5,282,015)
(5,067,164)
KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
1
Accounting policies
Company information

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

 

The company'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.

This 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:

 

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Kingfisher Midco Limited is a wholly owned subsidiary of Kingfisher Topco Limited and the results of Kingfisher Midco Limited are included in the consolidated financial statements of Kingfisher Topco Limited which are available from First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.

1.2
Going concern

At the time of approval of the financial statements, the directors have a reasonable expectation that thetrue

company has 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 group forecasts and cash flow through to 31 December 2024. This entity is non trading and the debt and associated interest is not due for repayment until late 2026.

The directors expect a refinancing of the group to take place in advance of the date at which the current debt is due. The directors have received a Letter of Support from from the ultimate parent entity, Kingfisher Topco Limited, which confirms that support will be available, if required, for the period to 31 October 2024. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 11 -
1.3
Fixed asset investments

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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
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.

1.5
Financial instruments

The company 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 company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include 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 present value of the future receipts discounted at a market rate of interest.

Other financial assets

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

Impairment of financial assets

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
Basic financial liabilities

Basic financial liabilities, including other creditors, loan notes 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.6
Equity instruments

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

1.7
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 or 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 and 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Judgements and key sources of estimation uncertainty
(Continued)
- 13 -
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.

Fixed Asset 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.

3
Operating loss
2022
2021
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
5,375
-
0
4
Employees

The company has no employees, other than the directors who did not receive any remuneration (2021 : Nil).

5
Interest payable and similar expenses
2022
2021
£
£
Interest on loan notes
1,443,138
941,243
KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
6
Taxation

The actual charge 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
(1,445,723)
(941,322)
Expected tax credit based on the standard rate of corporation tax in the UK of 19% (2021: 19%)
(274,687)
(178,851)
Tax effect of expenses that are not deductible in determining taxable profit
216,942
-
0
Group relief
40,184
73,296
Deferred tax not recognised
23,107
147,170
Remeasurement of deferred tax for changes in tax rates
(5,546)
(41,615)
Taxation charge for the year
-
-

The company has estimated losses of £786,000 (2021: £138,038) available for carry forward against future trading profits. The company has un-provided deferred tax asset in respect of these losses of £196,000 (2021: £34,509).

7
Fixed asset investments
2022
2021
Notes
£
£
Investments in subsidiaries
8
214,851
214,851
8
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 Palace Physio Holdings Limited
a)
Holding company
Ordinary
0
100.00
Kingfisher Bidco 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)
Physiotherapy services
Ordinary
0
100.00
Physiotherapy2Fit Limited
a)
Physiotherapy services
Ordinary
0
100.00
Pennine MSK Partnership Limited
a)
Physiotherapy services
Ordinary
0
100.00
KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Subsidiaries
(Continued)
- 15 -

Registered office addresses (all UK unless otherwise indicated):

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

On 31 March 2022, Vita Health Group Limited acquired 100% of the shares of Physiotherapy2Fit Limited, a company registered in England and Wales.

 

On 22 April 2022, Vita Health Group Limited acquired 100% of the shares of Pennine MSK Partnership Limited, a company registered in England and Wales.

 

On 19 July 2022, VHG Holdco Limited was formally dissolved.

9
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
6,615,300
6,612,430
10
Creditors: amounts falling due within one year
2022
2021
£
£
Amounts owed to group undertakings
280,000
280,100
Other creditors
221,263
221,263
Accruals and deferred income
5,375
-
0
506,638
501,363
11
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Other borrowings
12
11,796,815
10,353,677
12
Loans and overdrafts
2022
2021
£
£
Loans from related parties
11,127,334
9,745,058
Other loans
669,481
608,619
11,796,815
10,353,677
Payable after one year
11,796,815
10,353,677
KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
12
Loans and overdrafts
(Continued)
- 16 -

Loans from related parties comprise loan notes from Med I and Med I Feeder investments funds. The loan notes bear interest at either 10% or 20% per annum with the accrued interest added to the outstanding loans. The loan notes and the related interested are due for repayment by 1st October 2026.

 

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

 

13
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
214,851
214,851
214,851
214,851

The company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the Company.

14
Reserves
Profit and loss reserves

Cumulative profit and loss net of distribution to owners.

15
Related party transactions
Transactions with related parties

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

Interest payable
2022
2021
£
£
Entities with control, joint control or significant influence over the company
1,382,276
885,914
Other related parties
60,862
55,329
2022
2021
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
11,127,334
9,745,058
Other related parties
669,481
608,619
KINGFISHER MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 17 -
16
Ultimate controlling party

The company's immediate and ultimate parent company as at 31 December 2022 was Kingfisher Topco Limited.

 

The largest and smallest group in which the results of the company are consolidated is that headed by Kingfisher Topco Limited. The consolidated accounts of Kingfisher Topco Limited are available from its registered office First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.

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