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Registration number: 11701290

Pine Topco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2023

 

Pine Topco Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 33

 

Pine Topco Limited

Company Information

Directors

C I Cameron

J A Cunningham

M J Puttick

J Wilson-Kilgour

C N Butcher

Registered office

Corinium House
Barnwood Point Business Park
Corinium Avenue
Gloucester
GL4 3HX

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Pine Topco Limited

Strategic Report for the Year Ended 31 March 2023

Principal activity
The principal activity of the company is that of a holding company. The principal activity of the Group is the provision of supported living and related care services, being the provision of care in their own homes to people with mental health issues or learning disabilities.

Business review
The consolidated results of the Group for the year, which are set out in the profit and loss account, show turnover of £29,415,895 (2022 - £30,589,579) and an operating loss of £2,346,268 (2022 - £451,031). At 31 March 2023, the Group had total assets less current liabilities of £9,971,486 (2022 - £13,513,302). The directors recognise that difficult trading conditions continue to prevail in the sector, such as issues regarding the lack of labour supply; limited fee uplifts and rising input costs. However, where possible, the directors have taken action to mitigate these. As a result of these actions and with recent indications that the factors are also beginning to ease, the directors remain positive regarding future trading prospects.

Business development increasingly focuses on the more complex requirements within the supported living sector. The increasing focus on new intensive Supported Living services, following the successful Birmingham development, continues to be a focus of business development.

The effectiveness or otherwise of these is validated by the outcome of the regular inspections by the Care Quality Commission which are closely scrutinised and monitored by management..

Principal risks and uncertainties

Regulatory

The health and safety of the people we support and our staff is the directors’ prime concern and a key area of management focus. The group operates in a highly regulated area and therefore critical to the success of the group are the quality assurance policies, processes and procedures. Management regard Quality Assurance and the outcome of regular inspections by the Care Quality Commission as performance indicators and a significant risk area that is closely monitored and scrutinised. The importance of these processes has been emphasised further during the challenges of Covid-19.

Commissioner Frameworks

The Group does not operate care homes but provides support services to people in their own homes. This is commissioned and funded mainly by Local Authorities who also monitor our performance closely on behalf of those we support. The relationships with our funders and the quality of the services we provide are an essential part of our ability to trade successfully. To be considered for Local Authority business we must be admitted to the relevant framework and the group’s business development team have been successful in maintaining and expanding the number of frameworks the group is on. The frameworks set out the pricing mechanisms and provide the ability for us to compete for new referrals. This is a key aspect of our ability to maintain existing levels of support services and to move into new areas.

Sensitive Information and IT

To perform our support services and comply with the regulations for our sector we necessarily hold significant amounts of highly sensitive personal information about the people we support. The loss or breach of the IT network or the data held within it could result in significant reputational and financial damage. To ensure system resilience the group retains outsourced IT support with skill and experience in maintaining and monitoring IT infrastructure. Business data is regularly backed up and stored in a secure location. Internet, email filtering technology is in place and firewall protection software is in place to restrict the likelihood and impact of any attempted cyber-attacks. The group carries appropriate Cyber security insurance to protect against financial loss.











Financial Instruments

Following the acquisition of Aspirations Care by the group in 2019, the Group is well funded with significant unallocated financial reserves. The institutional loan notes which comprise an element of the acquisition funding are on fixed interest rates. The interest charged on the senior debt facilities in the group is at a variable interest rate. The risk surrounding interest rate variations is reviewed regularly by the directors. They acknowledge the volatility in the market and will continue to monitor closely.

Exposure to price, liquidity and credit risk

The principal price risk to the Group is in the annual fee uplifts agreed with each service funder. Once agreed annually, the hourly fees are generally fixed for the remainder of the year, providing good visibility for the business on its expected revenues.

The liquidity and credit risk in the business is considered to be relatively low given the commissioners are ultimately government funded. The Group typically experiences a relatively low level of bad debt as a consequence.

Taxation

All transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning and does not implement structures purely for tax planning purposes.

In relation to tax compliance, it is the policy of the Group to fully comply with all applicable tax rules, regulations and disclosure requirements in all territories in which it operates; submit all tax returns by their due dates in line with local laws; and pay all applicable taxes as they fall due. The Group uses appropriately qualified and trained employees to look after the Group’s tax affairs and uses external advisers as appropriate.

Outlook

The directors regularly monitor the Group’s trading results and revise projections as appropriate to ensure that the Group can meet its future obligations as they fall due.

The Group’s prospects are dependent on the continued referral of people we support into the Group’s care and the continuing availability of funding for these services. The Group believes the individuals for which it cares are among the most deserving of care in our society and therefore the likelihood of funding continuing to be made available by government for the foreseeable future is strong and that by continuing its core strategies, the Group is well positioned to continue to expand its service provision.
 

 

Pine Topco Limited

Strategic Report for the Year Ended 31 March 2023

Principal activity
The principal activity of the company is that of a holding company. The principal activity of the Group is the provision of supported living and related care services, being the provision of care in their own homes to people with mental health issues or learning disabilities.

Business review
The consolidated results of the Group for the year, which are set out in the profit and loss account, show turnover of £29,415,895 (2022 - £30,589,579) and an operating loss of £2,346,268 (2022 - £451,031). At 31 March 2023, the Group had total assets less current liabilities of £9,971,486 (2022 - £13,513,302). The directors recognise that difficult trading conditions continue to prevail in the sector, such as issues regarding the lack of labour supply; limited fee uplifts and rising input costs. However, where possible, the directors have taken action to mitigate these. As a result of these actions and with recent indications that the factors are also beginning to ease, the directors remain positive regarding future trading prospects.

Business development increasingly focuses on the more complex requirements within the supported living sector. The increasing focus on new intensive Supported Living services, following the successful Birmingham development, continues to be a focus of business development.

The effectiveness or otherwise of these is validated by the outcome of the regular inspections by the Care Quality Commission which are closely scrutinised and monitored by management..

Principal risks and uncertainties

Regulatory

The health and safety of the people we support and our staff is the directors’ prime concern and a key area of management focus. The group operates in a highly regulated area and therefore critical to the success of the group are the quality assurance policies, processes and procedures. Management regard Quality Assurance and the outcome of regular inspections by the Care Quality Commission as performance indicators and a significant risk area that is closely monitored and scrutinised. The importance of these processes has been emphasised further during the challenges of Covid-19.

Commissioner Frameworks

The Group does not operate care homes but provides support services to people in their own homes. This is commissioned and funded mainly by Local Authorities who also monitor our performance closely on behalf of those we support. The relationships with our funders and the quality of the services we provide are an essential part of our ability to trade successfully. To be considered for Local Authority business we must be admitted to the relevant framework and the group’s business development team have been successful in maintaining and expanding the number of frameworks the group is on. The frameworks set out the pricing mechanisms and provide the ability for us to compete for new referrals. This is a key aspect of our ability to maintain existing levels of support services and to move into new areas.

Sensitive Information and IT

To perform our support services and comply with the regulations for our sector we necessarily hold significant amounts of highly sensitive personal information about the people we support. The loss or breach of the IT network or the data held within it could result in significant reputational and financial damage. To ensure system resilience the group retains outsourced IT support with skill and experience in maintaining and monitoring IT infrastructure. Business data is regularly backed up and stored in a secure location. Internet, email filtering technology is in place and firewall protection software is in place to restrict the likelihood and impact of any attempted cyber-attacks. The group carries appropriate Cyber security insurance to protect against financial loss.











Financial Instruments

Following the acquisition of Aspirations Care by the group in 2019, the Group is well funded with significant unallocated financial reserves. The institutional loan notes which comprise an element of the acquisition funding are on fixed interest rates. The interest charged on the senior debt facilities in the group is at a variable interest rate. The risk surrounding interest rate variations is reviewed regularly by the directors. They acknowledge the volatility in the market and will continue to monitor closely.

Exposure to price, liquidity and credit risk

The principal price risk to the Group is in the annual fee uplifts agreed with each service funder. Once agreed annually, the hourly fees are generally fixed for the remainder of the year, providing good visibility for the business on its expected revenues.

The liquidity and credit risk in the business is considered to be relatively low given the commissioners are ultimately government funded. The Group typically experiences a relatively low level of bad debt as a consequence.

Taxation

All transactions undertaken by the Group have a business purpose and a commercial rationale. The Group does not engage in aggressive tax planning and does not implement structures purely for tax planning purposes.

In relation to tax compliance, it is the policy of the Group to fully comply with all applicable tax rules, regulations and disclosure requirements in all territories in which it operates; submit all tax returns by their due dates in line with local laws; and pay all applicable taxes as they fall due. The Group uses appropriately qualified and trained employees to look after the Group’s tax affairs and uses external advisers as appropriate.

Outlook

The directors regularly monitor the Group’s trading results and revise projections as appropriate to ensure that the Group can meet its future obligations as they fall due.

The Group’s prospects are dependent on the continued referral of people we support into the Group’s care and the continuing availability of funding for these services. The Group believes the individuals for which it cares are among the most deserving of care in our society and therefore the likelihood of funding continuing to be made available by government for the foreseeable future is strong and that by continuing its core strategies, the Group is well positioned to continue to expand its service provision.
 

Section 172 statement

The Directors believe that they have effectively implemented their duties under Section 172 of the Companies Act 2006. The Company and Group has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.

The Company and Group is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done.

The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.

In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company and Group.

Approved by the Board on 29 September 2023 and signed on its behalf by:


C I Cameron
Director

 

Pine Topco Limited

Directors' Report for the Year Ended 31 March 2023

The directors present their report and the for the year ended 31 March 2023.

Directors of the company

The directors who held office during the year were as follows:

C I Cameron

J A Cunningham

S Hughes (resigned 20 April 2023)

M J Puttick

J Wilson-Kilgour

C N Butcher

Employment of disabled persons

It is group policy to give fair consideration to the employment needs of disabled people and to comply with current legislation with regard to their employment. Wherever practical, we continue to employ and promote the careers of existing employees who become disabled and to consider disabled persons for employment, subsequent training, career development and promotion on the basis of their aptitude and abilities.

Employee involvement

The Directors recognise the importance of human resource practices to provide good communications and relations with employees, including providing them with information on matters of concern to them as employees.

Future developments

The external environment is expected to remain competitive going forwards, particularly recognising the UK's challenging labour market. However, the directors remain confident that the group will continue to improve its current level of performance in the future and will continue to trade as a going concern for the reasons identified in note 1 to the financial statements.

Going concern

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 29 September 2023 and signed on its behalf by:


C I Cameron
Director

 

Pine Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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 of the company and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

Opinion

We have audited the financial statements of Pine Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2023 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the 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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Pine Topco Limited

Independent Auditor's Report to the Members of Pine Topco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

29 September 2023

 

Pine Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2023

Note

2023
 £

2022
 £

Turnover

3

29,415,895

30,589,579

Other operating income

4

76,187

244,291

Cost of sales

 

(23,456,700)

(23,696,807)

Gross profit

 

6,035,382

7,137,063

Administrative expenses

 

(6,997,977)

(7,075,632)

Exceptional administrative expenses

6

(1,383,673)

(512,462)

Operating loss

5

(2,346,268)

(451,031)

Other interest receivable and similar income

7

-

3,328

Interest payable and similar charges

8

(1,470,042)

(1,374,625)

Loss before tax

 

(3,816,310)

(1,822,328)

Taxation

12

159,766

38,471

Loss for the financial year

 

(3,656,544)

(1,783,857)

The above results were derived from continuing operations.

 

Pine Topco Limited

(Registration number: 11701290)
Consolidated Balance Sheet as at 31 March 2023

Note

2023
 £

2022
 £

Fixed assets

 

Intangible assets

13

6,559,269

7,618,143

Tangible assets

14

888,986

736,557

 

7,448,255

8,354,700

Current assets

 

Debtors

16

3,834,361

4,307,921

Cash at bank and in hand

 

1,666,127

2,619,826

 

5,500,488

6,927,747

Creditors: Amounts falling due within one year

17

(2,977,257)

(1,769,145)

Net current assets

 

2,523,231

5,158,602

Total assets less current liabilities

 

9,971,486

13,513,302

Creditors: Amounts falling due after more than one year

17

15,938,107

15,866,654

Net pension liability

19

-

167,250

Capital and reserves

 

Called up share capital

20

9,225

9,400

Share premium reserve

39,150

39,150

Capital redemption reserve

625

450

Retained earnings

(6,015,621)

(2,569,602)

Equity attributable to owners of the parent company

 

(5,966,621)

(2,520,602)

Total equity

 

(5,966,621)

(2,520,602)

Total capital, reserves and long term liabilities

 

9,971,486

13,513,302

Approved and authorised by the Board on 29 September 2023 and signed on its behalf by:

.........................................

C I Cameron

Director

 

Pine Topco Limited

(Registration number: 11701290)
Balance Sheet as at 31 March 2023

Note

2023
 £

2022
 £

Fixed assets

 

Investments

15

940,000

940,000

Current assets

 

Debtors

16

5,040,000

5,041,250

Creditors: Amounts falling due within one year

17

(2,383,855)

(2,372,223)

Net current assets

 

2,656,145

2,669,027

Total assets less current liabilities

 

3,596,145

3,609,027

Creditors: Amounts falling due after more than one year

17

(3,737,421)

(3,428,827)

Net (liabilities)/assets

 

(141,276)

180,200

Capital and reserves

 

Called up share capital

20

9,225

9,400

Share premium reserve

39,150

39,150

Capital redemption reserve

625

450

Profit and loss account

(190,276)

131,200

Total (deficit) / equity

 

(141,276)

180,200

The company made a loss after tax for the financial year of £310,001 (2022 - loss of £289,147).

Approved and authorised by the Board on 29 September 2023 and signed on its behalf by:
 

C I Cameron
Director

 

Pine Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2022

9,400

39,150

450

(2,569,602)

(2,520,602)

Loss for the year

-

-

-

(3,656,544)

(3,656,544)

Other comprehensive income

-

-

-

222,000

222,000

Total comprehensive income

-

-

-

(3,434,544)

(3,434,544)

Purchase of own share capital

(175)

-

175

(11,475)

(11,475)

At 31 March 2023

9,225

39,150

625

(6,015,621)

(5,966,621)

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2021

9,400

930,600

-

(1,691,745)

(751,745)

Loss for the year

-

-

-

(1,783,857)

(1,783,857)

Other comprehensive income

-

-

-

43,500

43,500

New share capital subscribed

450

39,150

-

-

39,600

Purchase of own share capital

(450)

-

450

(68,100)

(68,100)

Transfers

-

(930,600)

-

930,600

-

At 31 March 2022

9,400

39,150

450

(2,569,602)

(2,520,602)

 

Pine Topco Limited

Statement of Changes in Equity for the Year Ended 31 March 2023

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2022

9,400

39,150

450

131,200

180,200

Loss for the year

-

-

-

(310,001)

(310,001)

Purchase of own share capital

(175)

-

175

(11,475)

(11,475)

At 31 March 2023

9,225

39,150

625

(190,276)

(141,276)

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 April 2021

9,400

930,600

-

(442,153)

497,847

Loss for the year

-

-

-

(289,147)

(289,147)

New share capital subscribed

450

39,150

-

-

39,600

Purchase of own share capital

(450)

-

450

(68,100)

(68,100)

Transfers

-

(930,600)

-

930,600

-

At 31 March 2022

9,400

39,150

450

131,200

180,200

 

Pine Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Loss for the year

 

(3,656,544)

(1,783,857)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,278,460

1,250,201

Finance income

7

-

(3,328)

Finance costs

8

1,470,042

1,374,625

Income tax expense

 

(159,766)

(38,471)

 

(1,067,808)

799,170

Working capital adjustments

 

Decrease in debtors

 

760,694

541,260

Increase/(decrease) in creditors

 

1,140,706

(578,174)

Cash inflows from operations

 

833,592

762,256

Income taxes paid

12

(10,209)

(93,071)

Net cash inflow from operating activities

 

823,383

669,185

Cash flows from investing activities

 

Interest received

-

3,328

Acquisitions of tangible assets

(372,015)

(254,485)

Proceeds from sale of tangible assets

 

-

88,395

Net cash flows from investing activities

 

(372,015)

(162,762)

Cash flows from financing activities

 

Interest paid

 

(143,592)

(161,931)

Proceeds from issue of ordinary shares

 

-

39,600

Payment for purchase of own shares

 

(11,475)

(68,100)

Repayment of bank borrowing

 

(1,250,000)

(1,600,000)

Net cash flows from financing activities

 

(1,405,067)

(1,790,431)

Net decrease in cash and cash equivalents

 

(953,699)

(1,284,008)

Cash and cash equivalents at 1 April

 

2,619,826

3,903,834

Cash and cash equivalents at 31 March

 

1,666,127

2,619,826

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Corinium House
Barnwood Point Business Park
Corinium Avenue
Gloucester
GL4 3HX

 

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

In assessing the Group's going concern position, the directors have considered the current and forecast trading and financial position of the Group, in addition to the current liquidity and available bank facilities.

A refinancing was completed during March 2020, replacing a portion of the Group's loan notes with £5m senior facilities from Clydesdale Bank Plc plus a revolving facility of £1m.

The forecast profit and loss, balance sheet and cash flows indicate the Group will continue to remain within its loan facility including the covenant requirements and has sufficient funding to meet its liabilities as they fall due.

Based on the forecasts, the directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £310,001 (2022 - loss of £289,147).

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Judgements and estimation uncertainties

No significant judgements have been made by management in preparing these financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group’s activities. Turnover is shown net of returns, rebates and discounts and after eliminating sales within the Group. The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold properties

Over the term of the lease

Furniture, fittings and equipment

25% of cost / 25% reducing balance

Motor vehicles

25% reducing balance / 25% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

Defined benefit pension obligation

A company within the group set up a defined benefit contribution pension scheme for certain employees in October 2010, following their transfer of employment to the company from an NHS Trust.

In the current period there is now a cost to the company charged to the profit and loss account, as employer contributions are no longer refunded by the previous employer of the employees for whom the scheme was established.

Now the cost of providing benefits under the defined benefit plan is determined in accordance with FRS 102, using the projected unit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and based on actuarial advice. Past service costs are recognised in the profit and loss account on a straight line basis over the vesting period or immediately if the benefits have vested. When a settlement or curtailment occurs, the charge in the present value of the scheme liabilities and the fair value of the plan assets reflect the gain or loss which is recognised in the profit and loss account. Losses are measured at the date that the employer becomes demonstrably committed to the transaction and gains when all parties whose consent is required are irrevocably committed to the transaction.

The interest element of the defined benefit cost represents the change in the present value of the scheme obligations relating from the passage of time, and is determined by applying the discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the year. The difference between the expected return on plan assets and the interest costs is recognised in the profit and loss account as other finance income or expenses.

Actuarial gains and losses are recognised in full in the statement of recognised gains and losses in the period in which they occur.

The defined benefit pension liability in the balance sheet comprises the present value of the defined obligation (using the discount rate based on high quality corporate bonds), less any past service cost not yet recognised and less the fair value of plan assets out of which the obligations are to be settled directly. Fair value will be based on market price information and in the case of quoted services will be the current bid price.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

3

Revenue

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Government grants receivable

76,187

244,291

 

5

Operating profit

Arrived at after charging

2023
£

2022
£

Depreciation expense

219,586

191,327

Amortisation expense

1,058,874

1,058,874

Operating lease expense - property (includes void costs)

2,102,323

1,971,528

Operating lease expense - plant and machinery

17,869

11,321

 

6

Exceptional items

2023

2022

£

£

Dilapidation and lease renewal fees

-

66,368

Staff settlement and redundancy costs

238,036

52,921

Introduction of defined benefit pension scheme liability (see note 19)

-

251,100

Other non-recurring expenditure

578,309

142,073

One off accrued income write offs

198,091

-

Payments of pension liabiity

139,991

-

Site closure costs

78,895

-

Bad debt write offs

150,351

-

Total

1,383,673

512,462

 

7

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

-

3,328

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

8

Interest payable and similar expenses

2023
£

2022
£

Interest on bank borrowings

143,592

161,931

Preference share interest accrued

308,594

283,114

Debt costs amortisation

49,938

49,938

Interest on loan notes

962,918

873,642

Interest on defined benefit pension scheme

5,000

6,000

1,470,042

1,374,625

 

9

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

2023
 £

2022
 £

Wages and salaries

21,506,881

20,588,438

Social security costs

1,651,594

1,728,919

Pension costs

350,634

384,740

23,509,109

22,702,097

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
 No.

2022
 No.

Care staff

1,021

1,028

Administration

92

60

1,113

1,088

Company
The company incurred no staff costs and had no employees other than the directors.

 

10

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

579,656

560,012

Contributions paid to money purchase schemes

1,320

2,641

580,976

562,653

In respect of the highest paid director:

2023
£

2022
£

Remuneration

158,262

155,000

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

11

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

27,000

25,700

Other fees to auditors

All other non-audit services

16,000

21,100

Audit fees stated above are for the group as a whole. Audit fees for Pine Topco Limited for the year was £2,000 (2022 - £2,000).

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

12

Taxation

Tax (credited)/charged in the profit and loss account

2023
 £

2022
 £

Current taxation

UK corporation tax

-

55,430

UK corporation tax adjustment to prior periods

(34,258)

(82,551)

(34,258)

(27,121)

Deferred taxation

Arising from origination and reversal of timing differences

(125,508)

(11,350)

Tax receipt in the income statement

(159,766)

(38,471)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK of 19% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(3,816,310)

(1,822,328)

Corporation tax at standard rate

(725,099)

(282,204)

Effect of expense not deductible in determining taxable profit (tax loss)

363,220

343,959

Effect of tax losses

260,377

-

Deferred tax credit relating to changes in tax rates or laws

(22,500)

-

Deferred tax credit from unrecognised tax loss or credit

-

(11,350)

Tax decrease from effect of capital allowances and depreciation

(1,506)

(5,468)

Other tax effects for reconciliation between accounting profit and tax expense (income)

(34,258)

(83,408)

Total tax credit

(159,766)

(38,471)

Deferred tax

Group

Deferred tax assets and liabilities

2023

Asset
£

Tax losses carried forward

148,008

As at 31 March 2023, a company within the group had £592,032 (2022 - £nil) of taxable losses available to carry forward and offset against future profits. A deferred asset of £148,008 has been recognised at 25%. A deferred tax asset has not been recognised on the remaining losses of £1,370,405 on the basis that profits are uncertain in those companies.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

13

Intangible assets

Group

Goodwill
 £

Cost

At 1 April 2022 and at 31 March 2023

10,559,779

Amortisation

At 1 April 2022

2,941,636

Amortisation charge

1,058,874

At 31 March 2023

4,000,510

Carrying amount

At 31 March 2023

6,559,269

At 31 March 2022

7,618,143

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

14

Tangible assets

Group

Leasehold land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost

At 1 April 2022

249,939

924,319

1,174,258

Additions

60,350

311,665

372,015

At 31 March 2023

310,289

1,235,984

1,546,273

Depreciation

At 1 April 2022

114,620

323,081

437,701

Charge for the year

48,601

170,985

219,586

At 31 March 2023

163,221

494,066

657,287

Carrying amount

At 31 March 2023

147,068

741,918

888,986

At 31 March 2022

135,319

601,238

736,557

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

15

Investments

Company

2023
£

2022
£

Investments in subsidiaries

940,000

940,000

Subsidiaries

£

Cost and net book value

At 1 April 2022 and 31 March 2023

940,000

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Pine Midco Limited*

Ordinary

100%

100%

 

England and Wales

     

Pine Bidco Limited

Ordinary

100%

100%

 

England and Wales

     

Aspirations Care Limited

Ordinary

100%

100%

 

England and Wales

     

Aspirations (Midlands) Limited

Ordinary

100%

100%

 

England and Wales

     

New Start Supported Housing

Ordinary

100%

100%

 

England and Wales

     

Subsidiary undertakings

Pine Midco Limited*

The principal activity of Pine Midco Limited* is that of a holding company.

Pine Bidco Limited

The principal activity of Pine Bidco Limited is that of a debt holding company.

Aspirations Care Limited

The principal activity of Aspirations Care Limited is the provision of supported living care services.

Aspirations (Midlands) Limited

The principal activity of Aspirations (Midlands) Limited is the provision of supported living care services.

New Start Supported Housing

The principal activity of New Start Supported Housing is that of renting supported living properties.

*denotes investment held directly

New Start Supported Housing is an entity limited by guarantee.

All companies in the group have the same registered office as Pine Topco Limited.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

16

Debtors

 

Group

Company

2023
 £

2022
 £

2023
 £

2022
 £

Trade debtors

1,677,263

2,607,962

-

-

Amounts owed by group undertakings

-

-

5,041,326

5,034,573

Other debtors

71,833

102,486

(1,326)

-

Prepayments and accrued income

1,810,398

1,580,935

-

-

Deferred tax assets

148,008

-

-

-

Directors loan account

4,609

16,538

-

6,677

Net pension asset

122,250

-

-

-

3,834,361

4,307,921

5,040,000

5,041,250

 

17

Creditors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

 

Trade creditors

 

1,027,439

272,241

-

385

Amounts owed to group undertakings

22

-

-

2,383,855

2,371,838

Social security and other taxes

 

325,823

389,071

-

-

Other creditors

 

453,379

266,454

-

-

Accruals and deferred income

 

1,170,616

785,949

-

-

Corporation tax liability

12

-

55,430

-

-

 

2,977,257

1,769,145

2,383,855

2,372,223

Due after one year

 

Loans and borrowings

18

13,571,551

14,463,018

3,737,421

3,428,827

Accruals

 

2,366,556

1,403,636

-

-

 

15,938,107

15,866,654

3,737,421

3,428,827

Details of loans, including security, are disclosed in note 18 to the financial statements.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

18

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

1,708,000

2,937,000

-

-

Redeemable preference shares

3,737,421

3,428,827

3,737,421

3,428,827

Other borrowings

8,126,130

8,097,191

-

-

Accruals

2,366,556

1,403,636

-

-

15,938,107

15,866,654

3,737,421

3,428,827

The bank loans and borrowings are secured by a charge over the assets and undertakings of each company in the group. Debt costs have been included of £42,000 (2022 - £63,000), with amortisation charged during the year of £21,000 (2022 - £21,000). The debt costs are amortised over the term of the loan. The total gross bank loans included within the financial statements are £1,750,000 (2022 - £3,000,000). The Facility B bank loan has a bullet repayment due in March 2025.

The preference shares were issued at a premium of 99p per share. They have no fixed redemption date but are redeemable under certain conditions, have no voting rights except in certain circumstances, have rights to a 9% preferred return per annum subject to certain conditions and rank in preference to the ordinary A and B shares on a return of capital. Further details on these rights are included in the Articles of Association. The preference shares above are inclusive of the accrued preferred return of £1,037,421 (2022 - £728,827).

Included in the analysis of other borrowings is £8,126,130 (2022 - £8,097,191) of unsecured loan notes, falling due for repayment in 2026. Interest is charged at 9% per annum (increased to 12.5% from October 2020 on the bridging loan notes only) and will be repaid in full along with the principal amounts in 2026. Debt costs have been included of £93,716 (2022 - £122,655), with amortisation during the year of £28,939 (2022 - £28,938). These will continue to be amortised over the term of the loans, therefore the total gross loan notes included within the financial statements are £8,219,846 (2022 - £8,219,846). The loan notes are unsecured.

Non-current accruals comprise of interest accruing in respect of loan notes.

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £350,634 (2022 - £384,740).

Defined benefit pension schemes

Scheme 1

Aspirations (Midlands) Limted, a company within the group, operates a defined benefit pension scheme in the UK.

The date of the most recent comprehensive actuarial valuation was 31 March 2023. A full actuarial valuation was carried out as at 31 March 2023 by a qualified, independent actuary. The valuation for FRS 102 purposes as at 31 March 2023 was based on a set of assumptions and assumes that the experience of the fund will be in line with these assumptions.

The total cost relating to defined benefit schemes for the year recognised in profit or loss as an expense was £67,500 (2022 - £40,350).

Reconciliation of scheme assets and liabilities to assets and liabilities recognised

The amounts recognised in the balance sheet are as follows:

2023
£

2022
£

Fair value of scheme assets

819,000

760,000

Present value of defined benefit obligation

(656,000)

(983,000)

163,000

(223,000)

Other amounts recognised in the balance sheet

(40,750)

55,750

Defined benefit pension scheme surplus/(deficit)

122,250

(167,250)

Defined benefit obligation

Changes in the defined benefit obligation are as follows:

2023
£

Present value at start of year

983,000

Interest cost

27,000

Actuarial gains and losses

(316,000)

Benefits paid

(38,000)

Present value at end of year

656,000

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

Fair value of scheme assets

Changes in the fair value of scheme assets are as follows:

2023
£

Fair value at start of year

760,000

Interest income

22,000

Return on plan assets, excluding amounts included in interest income/(expense)

(20,000)

Employer contributions

95,000

Benefits paid

(38,000)

Fair value at end of year

819,000

Analysis of assets

The major categories of scheme assets are as follows:

2023
%

2022
%

Cash and cash equivalents

4

9

Equity instruments

73

73

Debt instruments

23

18

100

100

Return on scheme assets

2023
£

Return on scheme assets

296,000

The pension scheme has not invested in any of the group's own financial instruments or in properties or other assets used by the group.

Principal actuarial assumptions

The principal actuarial assumptions at the balance sheet date are as follows:

2023
%

2022
%

Discount rate

4.79

2.76

Future salary increases

3.43

3.83

Future pension increases

3.50

3.83

Inflation

3.43

3.08

Post retirement mortality assumptions

2023
Years

2022
Years

Current UK pensioners at retirement age - male

20

20

Current UK pensioners at retirement age - female

22

22

Future UK pensioners at retirement age - male

22

22

Future UK pensioners at retirement age - female

24

24

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

20

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A shares of £0.01 each

750,000

7,500

750,000

7,500

Ordinary B shares of £0.01 each

172,500

1,725

190,000

1,900

Preference shares of £0.01 each

2,700,000

27,000

2,700,000

27,000

 

3,622,500

36,225

3,640,000

36,400

Rights, preferences and restrictions

The ordinary A and B shares and preference shares rank pari passu in all respects other than as detailed in the Company's Articles of Association.

For further details on the preference shares, see note 18 and the Company's Articles of Association.

Share buybacks
During the year, the copmany bought back 17,500 shares, at a nominal value of £175, for £11,475.

 

21

Obligations under operating leases

Group

Operating leases - land and buildings

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

16,848

56,581

Later than one year and not later than five years

51,386

67,392

Later than five years

-

842

68,234

124,815

 

22

Related party transactions

The Group has issued loan notes with a nominal value of £5,560,700 (2022 - £5,560,700) to Elysian Capital II LP and £348,300 (2022 - £348,300) to Elysian Capital Executive Management LP. The loan notes bear interest at 9%, compounded per annum. The Group and Elysian Capital LLP are related parties due to the existence of common members / directorships and because the private equity funds Elysian Capital II LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Pine Topco Limited. Total interest incurred during the year was £577,381 and £39,808 respectively.

The Group has issued loan notes with a nominal value of £2,178,050 (2022 - £2,178,050) to Elysian Capital II LP and £132,796 (2022 - £132,796) to Elysian Capital Executive Management LP. The loan notes bear interest at 12.5% per annum compounded annually (formerly 9% per annum). Total interest incurred during the year was £323,429 and £22,300 respectively.

During the year, the group incurred monitoring fees of £64,515 (2022 - £64,515) to Elysian Capital LLP. The total monitoring fees owing at 31 March 2023 amounted to £60,095 (2022 - £50,600).

 

Pine Topco Limited

Notes to the Financial Statements for the Year Ended 31 March 2023

 

23

Analysis of changes in net debt

Group


 

 

At 1 April 2022

Cash flows

Non cash movements

At 31 March 2023

£

£

£

£

Cash and cash equivalents

2,619,826

(953,699)

-

1,666,127

Borrowings

Due within one year

-

-

-

-

Due greater than one year

Loan notes

(8,097,191)

-

(28,939)

(8,126,130)

Accrued loan note interest

(1,403,636)

-

(962,920)

(2,366,556)

Preference shares

(3,428,827)

-

(308,594)

(3,737,421)

Bank loans

(2,937,000)

1,250,000

(21,000)

(1,708,000)

(15,866,654)

1,250,000

(1,321,453)

(15,938,107)

Total net debt

(13,246,828)

296,301

(1,321,453)

(14,271,980)

Non cash movements relate to amortisation of debt costs, accrued loan note interest and accrued dividends on preference shares.

 

24

Parent and ultimate parent undertaking

The Company and Group is controlled by Elysian Capital II LP, incorporated in England and Wales, on the basis that it holds a controlling interest in the voting rights of Pine Topco Limited. The smallest and largest group in which the results of the Company are consolidated is that headed by itself.