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REGISTERED NUMBER: 13231676 (England and Wales)















FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

FOR

TRISTONE PCM HOLDINGS LIMITED

TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023










Page

Balance Sheet 1

Notes to the Financial Statements 2


TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

BALANCE SHEET
31 MARCH 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 4 1,314,397 1,314,397

CURRENT ASSETS
Debtors 5 1,215 -
Cash at bank 5 14
1,220 14
CREDITORS
Amounts falling due within one year 6 1,124,248 876,027
NET CURRENT LIABILITIES (1,123,028 ) (876,013 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

191,369

438,384

CREDITORS
Amounts falling due after more than one year 7 153,750 397,875
NET ASSETS 37,619 40,509

CAPITAL AND RESERVES
Called up share capital 9 10 10
Retained earnings 37,609 40,499
37,619 40,509

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 2 November 2023 and were signed on its behalf by:





P N Ledgard - Director


TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023


1. STATUTORY INFORMATION

Tristone PCM Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13231676 and registered office is 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD.

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about Tristone PCM Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Tristone Capital Ltd, 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD.

Critical accounting 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.

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.

Provisions
A provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Impairment
Impairment is recognised in the balance sheet when the directors consider that assets have been impaired following an impairment review. The directors make estimates regarding the triggers for impairment and reduce the value of the asset accordingly.

Trade debtors recoverability
Amounts recoverable on trade debtors are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. The directors make estimates as to the recoverability of these debts and provide for them accordingly.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less provision for impairment.

TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023


2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' 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.

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

Basic financial assets, which include cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including other creditors and amounts owed to group undertakings, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

Derivative financial instruments are recognised at fair value using a valuation technique with any gains or losses being reported in profit or loss. Outstanding derivatives at reporting date are included under the appropriate format heading depending on the nature of the derivative.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023


2. ACCOUNTING POLICIES - continued

Going concern
At 31 March 2023 the company made a loss for the financial year of £2,890 (2022: £40,499 profit) and net assets of £37,619 (2022: £40,509. The company is a holding company and as such relies on its investments in its subsidiaries and the support of other group companies to ensure that it has sufficient funds to pay its debts as they fall due.

The directors have reviewed the working capital requirements for the group of companies headed up by Tristone Capital Ltd for the next twelve months and consider that the group companies have sufficient working capital to enable this company to continue to trade and meet its liabilities as they fall due for at least the next twelve months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2023.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2022
and 31 March 2023 1,314,397
NET BOOK VALUE
At 31 March 2023 1,314,397
At 31 March 2022 1,314,397

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Premier Care Management Limited
Registered office: 1 Grantham Lane, Kingswood, Bristol, BS15 1EU
Nature of business: Residential care
%
Class of shares: holding
Ordinary 100.00

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Other debtors 1,215 -

TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 1,226 -
Amounts owed to group undertakings 878,897 742,777
Other creditors 244,125 133,250
1,124,248 876,027

Amounts owed to group undertakings are repayable on demand, and attract interest payable at a variable rate determined by group management.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Other creditors 153,750 397,875

Other creditors relate to deferred consideration in respect of the company's acquisition of its subsidiary, Premier Care Management Limited. The amount of £397,875 (2022: £531,125) is split between amounts due within one year of £244,125 (2022: £133,250) and amounts due after more than one year of £153,750 (2022: £397,875).

8. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Amounts owed to group 878,896 742,777

The company along with its subsidiary company, Premier Care Management Limited, its fellow subsidiary companies Procare Wales Limited, Bangor Centre for Developmental Disabilities Limited, Sportfit Support Services Limited, Tristone PW Holdings Limited, and Roundhouse Care Holdings Limited and its immediate parent company Tristone SSS Holdings Limited, Tristone NS Holdings Ltd, K Bond Healthcare Ltd, Tristone BL Holdings Ltd, Beyond limits (Plymouth) Ltd and its intermediate parent company, THL Investments Limited, entered into guarantees in the form of fixed and floating charges to secure the borrowings of their parent company, Tristone Healthcare Limited. At 31 March 2023 the amount outstanding in respect of these guarantees was £17,599,000 (2022: £12,099,000). The beneficiary of the securities are Duke Royalty UK Limited.
At 31 March 2023 the company owed £364,420 (2022: £364,420) to Tristone SSS Holdings Limited and £514,477 (2022: £378,357) to Premier Care Management Limited.

9. CALLED UP SHARE CAPITAL

The company's immediate parent, Tristone SSS Holdings Limited has an option to purchase 2 Ordinary shares from the director H Williams, from 4 June 2022.

During the year, the Ordinary shares were subdivided into 10,000 Ordinary shares of £0.001 each.

TRISTONE PCM HOLDINGS LIMITED (REGISTERED NUMBER: 13231676)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2023


10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Karen Dent (Senior Statutory Auditor)
for and on behalf of Harold Sharp Limited

11. RELATED PARTY DISCLOSURES

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

Included within other creditors are amounts for deferred consideration of £397,875 (2022: £531,125) which is payable to the director H Williams in respect of the company's acquisition of its subsidiary Premier Care Management Limited.

12. ULTIMATE CONTROLLING PARTY

The company's immediate parent company is Tristone SSS Holdings Limited and its ultimate parent company is Tristone Capital Ltd, whose registered office is 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD. Consolidated financial statements can be obtained at Companies House, Crown Way, Cardiff, CF14 3UZ.