Company registration number 12057915 (England and Wales)
VEILCHENBLAU ESTATES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
VEILCHENBLAU ESTATES LTD
COMPANY INFORMATION
Directors
S A J Nahum
E M Sawyer
Company number
12057915
Registered office
4th Floor
Millbank Tower
21-24 Millbank
London
SW1P 4QP
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
VEILCHENBLAU ESTATES LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 7
Independent auditor's report
8 - 10
Group profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 39
VEILCHENBLAU ESTATES LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 1 -

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

Review of the business

The performance in the year is in line with expectations and reflects the maturing nature of the Group’s Care homes and the impact of new care home management contracts entered into during the year. Turnover for the year was £197.3m with a gross margin of 46.1%. The Group recorded an operating loss of £4.3m before exceptional costs. Exceptional costs of £2.2m primarily relate to one-off acquisition related costs, exceptional professional fees and the accounting treatment for guaranteed rental increases in future years of £2.2m. This latter accounting adjustment has no cash impact. The former are considered exceptional on the basis that they do not arise from the day-to-day operation of our care homes but are related primarily to significant planned or aborted transactions or developments during the year and as such may distort the commercial trading reality of the group as whole.

 

UK Accounting Standards require a treatment of long-term lease financing which the Directors consider presents the performance of the Company in a way which understates the underlying level of performance by overstating lease costs in the year. It is this non-cash additional rent cost which is shown in exceptional costs. Interest payable in the year was £5.1m.

 

The Group is currently in the process of refurbishing and repositioning a number of care homes and continues to focus on growing the business organically and through selective acquisitions.

 

It is worth outlining our relationship with Welltower Inc who are one of the most respected and longest established Real Estate Investment Trusts (REITs) in the USA. Welltower always seeks to partner with best in class operators and this led to them selecting Avery Healthcare to work with as their principal partner in the UK.

 

The Directors of the Company are of the opinion that it has adequate facilities in place to meet its external liabilities as they fall due.

Financial risks and associated risk management objectives and policies

The financial risk management within the Group is governed by policies set by the board of directors and senior management. These policies cover interest rate risk and other areas, such as cash management.

 

Credit risk

The Group operates in a competitive market and there is a continuing risk that the group could lose its residents due to another economic downturn, however, the group monitors the housing market and pensions, enabling an assessment of service user’s ability to pay for care services. In order to manage its credit risk, the covenant strength of potential residents is assessed on a case by case basis and, as a standard policy, security is obtained in the form of a deposit or guarantee. Existing residents are reviewed on a regular basis to monitor payment and trading patterns.

 

Interest rate risk

The Group's long term debt is priced at a fixed rate which enables the Group to know what interest amounts are payable with no risk attributable to changes in base rates. The Group regularly reviews detailed financial forecasts to ensure that there is sufficient cash available to meet its quarterly interest and principal repayments.

 

Foreign exchange risk

The Group is not exposed to foreign exchange risk as all of its income is derived from activities undertaken in the UK and all of its trade and other suppliers invoice in sterling.

 

Regulatory risk

The Group's operations are subject to an increasingly high level of regulation and scrutiny by the CQC across the UK. Management place a high focus on quality and safety within each of its care homes in order to be compliant with these requirements and to support the group in providing a high quality of care to each of its residents.

VEILCHENBLAU ESTATES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
Key performance indicators

The Group monitors the performance of the business using measures such as EBITDA as a key performance indicator (KPI). This allows the group to monitor the performance of its financial model as well as its wider responsibilities to its shareholders.

 

Other indicators are occupancy levels, average weekly fee rates and the proportion of turnover contributed by self-funding clients who are attracted to homes of a high standard – the Group is one of the few which has predominately 100% single rooms with ensuite facilities. This accounts for above average fee levels.

 

The Group has achieved 81% (2022: 79%) average occupancy in its mature care homes and retirement living facilities and expects the more recently opened homes to achieve a similar level of average occupancy once they reach maturity. During the year 68% of turnover was contributed by self-funding clients (2022: 76%). The Group also attracts a high calibre of staff due to its training and support programmes. The Group is considered to be an employer of choice in the sector.

Our people

Our people are central to our aim to establish a group of care homes and retirement living facilities, all of which will be of the highest quality from both an environmental and care delivery perspective, where the resident is at the centre of all our activities. We recruit, train and remunerate to attract the best professionals to enhance organisational performance. Our people are provided with a career path and include administration personnel that are key to supporting the operational and management team.

Promoting the success of the company

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

• The likely consequence of any decision in the long term;

 

• The interests of the company’s employees;

 

• The need to foster the company’s business relationships with suppliers, customers and others;

 

• The impact of the company’s operations on the community and the environment;

 

• The desirability of the company maintaining a reputation for high standards of business conduct; and

 

• The need to act fairly as between members of the company.

 

In discharging these duties, the Directors undertake and encourage regular engagement with stakeholders including our residents, colleagues, property owners and investors.

 

With regard to our residents and staff, an example of some of the initiatives the directors have put in place are as follows:

 

• Encourage Home Managers and Regional Managers to have open dialogue with staff, residents and residents’ families;

 

• Provision of resident feedback cards in our homes, reviewed and followed up by Regional Managers on home review visits;

 

• Provision of a confidential concerns hotline for staff, residents and their families;

 

• Annual staff and resident surveys; and

 

• Annual performance reviews for all staff.

 

For our property owners and investors, the directors circulate financial data on a monthly basis and hold regular meetings to discuss the performance of the business.

VEILCHENBLAU ESTATES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 3 -

Future developments and post balance sheet events

The group continues to focus on the expansion of the business through new management contracts and the development of new care homes and retirement living facilities, and has a number of potential sites under active review.

On behalf of the board

S A J Nahum
Director
28 March 2024
VEILCHENBLAU ESTATES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023
- 4 -

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

Principal activities

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

 

The Group is engaged in the development and operation of care homes and retirement living facilities together with the provision of specialist services for the elderly.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

S A J Nahum
E M Sawyer
Disabled persons

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Employee involvement

The Group has a well-established policy of providing employees with information about the Group through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Auditor

In accordance with the company's articles, a resolution proposing that Gerald Edelman LLP be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

The reporting period is 1st April 2022 to 31st March 2023, aligning with the company’s financial year.

2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
36,301,326
36,269,519
- Electricity purchased
18,639,928
18,918,720
- Fuel consumed for transport
1,233,988
951,134
56,175,242
56,139,373
VEILCHENBLAU ESTATES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
6,640.56
6,643.13
- Fuel consumed for owned transport
33.46
31.72
6,674.02
6,674.85
Scope 2 - indirect emissions
- Electricity purchased
3,859.85
4,017.01
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
260.16
200.67
Total gross emissions
10,794.03
10,892.53
Intensity ratio
Number of beds
2.10
2.33
Quantification and reporting methodology

The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the provided greenhouse gas reporting figures for the relevant year . The financial control approach has been used to define the scope boundary.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per number of beds. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals.

Measures taken to improve energy efficiency

The company is a holding company and measures taken to improve energy efficiently are disclosed in the accounts of the subsidiary undertaking Avery Healthcare Holdings Limited.

Statement on engagement with suppliers, customers and others in a business relationship with the group

Details on how the group has fostered relationships with suppliers, customers and others can be found within the Section 172 statement in the Strategic Report

VEILCHENBLAU ESTATES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 6 -
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

Going Concern

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.

The group meets its day to day working capital requirements through operating cash flows and debt financing. The directors have prepared cash flow forecasts for the period to 31 March 2025. These forecasts show that the group and company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements.

The directors are, at the time of approving the financial statements, confident that the group and company has adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements and have therefore prepared these financial statements on a going concern basis. This is notwithstanding that at the balance sheet date the company had net current liabilities and net liabilities. The majority shareholders of the group have agreed to continue to provide the necessary financial support and working capital for at least one year from the date of the approval of these financial statements to allow the group and the parent company to meet its liabilities as they fall due. 

Future developments and post balance sheet events

The group continues to focus on the expansion of the business through new management contracts and the development of new care homes and retirement living facilities, and has a number of potential sites under active review.

VEILCHENBLAU ESTATES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 7 -
On behalf of the board
S A J Nahum
Director
28 March 2024
VEILCHENBLAU ESTATES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD
- 8 -
Opinion

We have audited the financial statements of Veilchenblau Estates Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

VEILCHENBLAU ESTATES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD
- 9 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

VEILCHENBLAU ESTATES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VEILCHENBLAU ESTATES LTD
- 10 -
Audit response to risks identified
Fraud due to management override

To address the risk of fraud through management bias and override of controls, we:

Irregularities and non-compliance with laws and regulations

In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but are not limited to:

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

 

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

In accordance with ISA (UK) 706, we are required to draw users’ attention to any matter or matters other than those presented or disclosed in the financial statements that are relevant to users’ understanding of the audit, the auditor’s responsibilities or the auditor’s report.

 

In this regard, we report to you that the prior year’s financial statements are unaudited. We have nothing further to report to you on other matters.

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.

Mr Grant Lee FCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP
31 March 2024
Chartered Accountants
Statutory Auditor
73 Cornhill
London
EC3V 3QQ
VEILCHENBLAU ESTATES LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
197,332,868
10,733,626
Cost of sales
(106,361,902)
(4,944,902)
Gross profit
90,970,966
5,788,724
Administrative expenses
(115,917,538)
(7,593,524)
Other operating income
9,323,943
624,622
Operating loss
4
(15,622,629)
(1,180,178)
Interest receivable and similar income
7
51,614
58
Interest payable and similar expenses
8
(5,103,908)
(352,638)
Gain on disposal of subsidiaries
9
1,675,877
-
Loss before taxation
(18,999,046)
(1,532,758)
Tax on loss
10
(139,654)
(76,820)
Loss for the financial year
(19,138,700)
(1,609,578)
Loss for the financial year is attributable to:
- Owners of the parent company
(15,090,643)
(1,372,346)
- Non-controlling interests
(4,048,057)
(237,232)
(19,138,700)
(1,609,578)
VEILCHENBLAU ESTATES LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
- 12 -
2023
2022
£
£
Loss for the year
(19,138,700)
(1,609,578)
Other comprehensive income
-
-
Total comprehensive income for the year
(19,138,700)
(1,609,578)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(15,090,643)
(1,372,346)
- Non-controlling interests
(4,048,057)
(237,232)
(19,138,700)
(1,609,578)
VEILCHENBLAU ESTATES LTD
GROUP BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
106,153,915
116,235,371
Tangible assets
12
40,456,389
80,041,935
Investments in associates
13
775,205
-
0
147,385,509
196,277,306
Current assets
Stocks
16
1,479,676
311,738
Debtors
17
29,044,261
24,204,445
Cash at bank and in hand
10,204,576
17,120,077
40,728,513
41,636,260
Creditors: amounts falling due within one year
18
(63,692,899)
(65,372,672)
Net current liabilities
(22,964,386)
(23,736,412)
Total assets less current liabilities
124,421,123
172,540,894
Creditors: amounts falling due after more than one year
19
(165,568,295)
(193,330,258)
Provisions for liabilities
Deferred tax liability
22
-
0
1,219,108
-
(1,219,108)
Net liabilities
(41,147,172)
(22,008,472)
Capital and reserves
Called up share capital
24
1
1
Profit and loss reserves
(15,690,760)
(1,372,346)
Equity attributable to owners of the parent company
(15,690,759)
(1,372,345)
Non-controlling interests
(25,456,413)
(20,636,127)
(41,147,172)
(22,008,472)
The financial statements were approved by the board of directors and authorised for issue on 28 March 2024 and are signed on its behalf by:
28 March 2024
S A J Nahum
Director
Company registration number 12057915 (England and Wales)
VEILCHENBLAU ESTATES LTD
COMPANY BALANCE SHEET
AS AT 31 MARCH 2023
31 March 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
34,275,355
33,307,399
Current assets
Debtors
17
1,760,191
1
Creditors: amounts falling due within one year
18
(11,986,527)
(9,309,724)
Net current liabilities
(10,226,336)
(9,309,723)
Total assets less current liabilities
24,049,019
23,997,676
Creditors: amounts falling due after more than one year
19
(24,010,825)
(23,997,675)
Net assets
38,194
1
Capital and reserves
Called up share capital
24
1
1
Profit and loss reserves
38,193
-
Total equity
38,194
1

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £38,193 (2022 - £0 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 28 March 2024 and are signed on its behalf by:
28 March 2024
S A J Nahum
Director
Company registration number 12057915 (England and Wales)
VEILCHENBLAU ESTATES LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 15 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 April 2021
1
-
0
1
-
1
Year ended 31 March 2022:
Loss and total comprehensive income
-
(1,372,346)
(1,372,346)
(237,232)
(1,609,578)
Acquisition of subsidiary
-
-
-
(11,470,850)
(11,470,850)
Other movements
-
-
-
(8,928,045)
(8,928,045)
Balance at 31 March 2022
1
(1,372,346)
(1,372,345)
(20,636,127)
(22,008,472)
Year ended 31 March 2023:
Loss and total comprehensive income
-
(15,090,643)
(15,090,643)
(4,048,057)
(19,138,700)
Other movements
-
772,229
772,229
(772,229)
-
Balance at 31 March 2023
1
(15,690,760)
(15,690,759)
(25,456,413)
(41,147,172)
VEILCHENBLAU ESTATES LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2021
1
-
0
1
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 March 2022
1
-
0
1
Year ended 31 March 2023:
Profit and total comprehensive income
-
38,193
38,193
Balance at 31 March 2023
1
38,193
38,194
VEILCHENBLAU ESTATES LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(3,983,730)
6,832,769
Interest paid
(5,103,908)
(352,638)
Net cash (outflow)/inflow from operating activities
(9,087,638)
6,480,131
Investing activities
Purchase of tangible fixed assets
(4,888,723)
-
Proceeds from disposal of tangible fixed assets
35,363,104
-
Purchase of subsidiaries, net of cash acquired
-
10,639,888
Proceeds from disposal of investments
1,675,877
-
Interest received
271
58
Net cash generated from investing activities
32,150,529
10,639,946
Financing activities
Repayment of borrowings
(29,979,000)
-
Payment of finance leases obligations
608
-
Net cash used in financing activities
(29,978,392)
-
Net (decrease)/increase in cash and cash equivalents
(6,915,501)
17,120,077
Cash and cash equivalents at beginning of year
17,120,077
-
0
Cash and cash equivalents at end of year
10,204,576
17,120,077
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 18 -
1
Accounting policies
Company information

Veilchenblau Estates Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4th Floor, Millbank Tower, 21-24 Millbank, London, SW1P 4QP.

 

The group consists of Veilchenblau Estates Ltd and all of its subsidiaries.

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.

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

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

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

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Veilchenblau Estates Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.

The group meets its day to day working capital requirements through operating cash flows and debt financing. The directors have prepared cash flow forecasts for the period to 31 March 2025. These forecasts show that the group and company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements. Additionally, a letter of support has þeen obtained from the parent company.

The directors are, at the time of approving the financial statements, confident that the group and company has adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements and have therefore prepared these financial statements on a going concern basis. This is notwithstanding that at the balance sheet date the company had net current liabilities and net liabilities. The majority shareholders of the group have agreed to continue to provide the necessary financial support and working capital for at least one year from the date of the approval of these financial statements to allow the group and the parent company to meet its liabilities as they fall due. 

1.5
Turnover

Turnover represents fee income relating to the provision of care services, net of value added tax, if applicable and the sale of properties acquired or developed by the Company where a forward sales agreement is in place. Fee income comprises care fees which are recognised when the delivery of the service is completed. Fees invoiced in advance are included as deferred income until the service is completed.

 

Sale of care homes that the Group has developed, under a contract with a customer, are recognised on legal completion.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 20 -
1.6
Intangible fixed assets - goodwill

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

 

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

1.7
Tangible fixed assets

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

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

Land and buildings
over 50 years
Leasehold improvements
5 to 10 years
Fixtures and fittings
6 to 7 years
Computers
5 years
Motor vehicles
4 years

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

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 21 -

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

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

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

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its cost is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 22 -
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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal 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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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 classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 23 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

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

 

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

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

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 24 -
1.18
Government grants

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

 

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

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of work in progress and assets under construction - care home development

The Group considers whether work in progress is impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of expected costs to complete development and comparison with agreed forecast revenues upon sale.

Impairment of goodwill

The Group considers whether goodwill is impaired. Where an indication of impairment is identified the estimates of recoverable value of the cash generating units (CGU's) are assessed. This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cashflows.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Management contract income and operation of care homes and retirement living facilities
181,135,043
10,733,626
Development of care home
16,197,825
-
197,332,868
10,733,626
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
3
Turnover and other revenue
(Continued)
- 25 -
2023
2022
£
£
Other revenue
Interest income
271
58
Grants received
4,087,217
624,622
Other income
5,236,726
-

The group's reported figures for the comparative year is from the date of acquisition, 9 March 2022, to 31 March 2022.

4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Government grants
(4,087,217)
(624,622)
Depreciation of owned tangible fixed assets
7,503,904
434,506
Loss on disposal of tangible fixed assets
731,420
-
Amortisation of intangible assets
11,150,048
695,830
Operating lease charges
56,839,632
3,714,477
Exceptional costs including in administrative expenses:
Future rental property increases charged in year
2,247,975
325,016
Exceptional professional fees and other transaction related costs
-
31,871

Exceptional professional fees and other transaction related costs arise in respect of abortive transaction costs, preopening costs incurred by care homes, exceptional legal fees and acquisition costs. These are considered exceptional on the basis that they do not arise from the day-to-day operation of our care homes but are related primarily to significant planned or aborted transactions or developments during the year and as such may distort the commercial trading reality of the group as whole.

5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
331,882
20,518
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 26 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management and administration
439
437
-
-
Nursing, care and domestic staff
2,715
2,615
-
-
Total
3,154
3,052
-
0
-
0

The company had no employees and the numbers presented above represents the full year disclosure in the subsidiary of the company.

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
89,927,891
5,020,028
-
0
-
0
Social security costs
6,156,633
350,071
-
-
Pension costs
1,238,374
74,904
-
0
-
0
97,322,898
5,445,003
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
271
58
Income from fixed asset investments
Income from participating interests - associates
51,343
-
0
Total income
51,614
58
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
5,065,598
352,638
Interest on finance leases and hire purchase contracts
38,310
-
Total finance costs
5,103,908
352,638
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 27 -
9
Gain on disposal of subsidiaries
2023
2022
£
£
Gain on disposal of subsidiaries
1,675,877
-
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 28 -
10
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
(260,458)
76,820
Adjustment in respect of prior periods
400,112
-
0
Total deferred tax
139,654
76,820

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:

2023
2022
£
£
Loss before taxation
(18,999,046)
(1,532,758)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(3,609,819)
(291,224)
Tax effect of expenses that are not deductible in determining taxable profit
5,168,373
-
0
Adjustments in respect of prior years
400,112
-
0
Group relief
248,970
-
0
Other tax adjustments
(2,386,745)
368,044
Restricted interest
318,763
-
Taxation charge
139,654
76,820
11
Goodwill
Group
Goodwill
£
Cost
At 1 April 2022
116,931,201
Transfers
1,068,592
At 31 March 2023
117,999,793
Amortisation and impairment
At 1 April 2022
695,830
Amortisation charged for the period
11,150,048
At 31 March 2023
11,845,878
Carrying amount
At 31 March 2023
106,153,915
At 31 March 2022
116,235,371
The company had no intangible fixed assets at 31 March 2023 or 31 March 2022.
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 29 -
12
Tangible fixed assets
Group
Land and buildings
Leasehold improvements
Assets under construction
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 April 2022
60,079,878
11,044,917
43,228
8,038,431
1,044,260
225,727
80,476,441
Additions
-
0
1,883,217
-
0
2,548,683
438,112
18,711
4,888,723
Disposals
(3,882,980)
(252,655)
-
0
(48,038)
(4,840)
(49,175)
(4,237,688)
Disposal of subsidiary
(32,786,653)
-
0
-
0
-
0
-
0
-
0
(32,786,653)
At 31 March 2023
23,410,245
12,675,479
43,228
10,539,076
1,477,532
195,263
48,340,823
Depreciation and impairment
At 1 April 2022
44,096
204,793
-
0
155,198
25,336
5,083
434,506
Depreciation charged in the period
673,106
3,695,554
43,228
2,617,382
399,713
74,921
7,503,904
Eliminated in respect of disposals
-
0
(20,362)
-
0
(32,601)
(1,013)
-
0
(53,976)
At 31 March 2023
717,202
3,879,985
-
0
2,739,979
424,036
123,232
7,884,434
Carrying amount
At 31 March 2023
22,693,043
8,795,494
43,228
7,799,097
1,053,496
72,031
40,456,389
At 31 March 2022
60,035,782
10,840,124
43,228
7,883,233
1,018,924
220,644
80,041,935
The company had no tangible fixed assets at 31 March 2023 or 31 March 2022.
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 30 -
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
33,500,150
33,307,399
Investments in associates
15
775,205
-
0
775,205
-
0
775,205
-
0
34,275,355
33,307,399
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 April 2022
-
Additions
775,205
At 31 March 2023
775,205
Carrying amount
At 31 March 2023
775,205
At 31 March 2022
-
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
£
Cost or valuation
At 1 April 2022
33,307,399
Additions
967,956
At 31 March 2023
34,275,355
Carrying amount
At 31 March 2023
34,275,355
At 31 March 2022
33,307,399
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 31 -
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Avery Care (Cannock) Limited
England and Wales
Ordinary
-
75.00
AH Braintree Limited
England and Wales
Ordinary
-
75.00
Avery Healthcare Management Limited
England and Wales
Ordinary
-
75.00
Avery Homes Nominee 1 Limited
England and Wales
Ordinary
-
75.00
Avery Homes Nominee 2 Limited
England and Wales
Ordinary
-
75.00
Avery Healthcare Limited
England and Wales
Ordinary
-
75.00
AH Burley Limited
England and Wales
Ordinary
-
75.00
Avery Cannock Opco Limited
England and Wales
Ordinary
-
75.00
AH Peterborough Limited
England and Wales
Ordinary
-
75.00
Avery Homes Kingstanding Limited
England and Wales
Ordinary
-
75.00
Avery Healthcare Developments Limited
England and Wales
Ordinary
-
75.00
Litchfield Care Limited
England and Wales
Ordinary
-
75.00
Avery Homes Lichfield Limited
England and Wales
Ordinary
-
75.00
Avery Homes Stratford Limited
England and Wales
Ordinary
-
75.00
Avery Homes Clevedon Limited
England and Wales
Ordinary
-
75.00
Avery Homes RH Limited
England and Wales
Ordinary
-
75.00
Wilow Domicilary Care Limited
England and Wales
Ordinary
-
75.00
AH Littleover Holdco Limited
England and Wales
Ordinary
-
75.00
Avery Homes (Cannock) Limited
England and Wales
Ordinary
-
75.00
Avery Homes TH Limited
England and Wales
Ordinary
-
75.00
Avery Homes SH Limited
England and Wales
Ordinary
-
75.00
Avery Management Services Limited
England and Wales
Ordinary
-
75.00
Avery Homes (Nelson) Limited
England and Wales
Ordinary
-
75.00
Avery Homes Weybridge Limited
England and Wales
Ordinary
-
75.00
Avery Homes WSM Limited
England and Wales
Ordinary
-
75.00
Avery Homes Nuneaton Limited
England and Wales
Ordinary
-
75.00
Avery Homes Hinckley Limited
England and Wales
Ordinary
-
75.00
Avery Homes Nuthall Limited
England and Wales
Ordinary
-
75.00
Avery Homes Hatfield Limited
England and Wales
Ordinary
-
75.00
Avery Homes Rugeley Limited
England and Wales
Ordinary
-
75.00
Avery Homes Moston Limited
England and Wales
Ordinary
-
75.00
Avery Homes Hanford Limited
England and Wales
Ordinary
-
75.00
Avery Homes Newcastle UL Limited
England and Wales
Ordinary
-
75.00
Avery Homes Kirkstall Limited
England and Wales
Ordinary
-
75.00
Highcliffe Care Centre Limited
England and Wales
Ordinary
-
75.00
Avery Homes Cliftonville Limited
England and Wales
Ordinary
-
75.00
Willowbrook Healthcare Developments Limited
England and Wales
Ordinary
-
75.00
Avery Homes Wolverhampton Limited
England and Wales
Ordinary
-
75.00
Avery Holdco Cannock Limited
England and Wales
Ordinary
-
75.00
Hawthorns Retirement Living Limited
England and Wales
Ordinary
-
75.00
Avery Homes Derby Limited
England and Wales
Ordinary
-
75.00
Avery Homes Grove Park Limited
England and Wales
Ordinary
-
75.00
Avery Homes Stafford Limited
England and Wales
Ordinary
-
75.00
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
14
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 32 -
Avery Homes Wellingborough Limited
England and Wales
Ordinary
-
75.00
Adept Build Limited
England and Wales
Ordinary
-
75.00
Avery (Lucas Court) Limited
England and Wales
Ordinary
-
75.00
Avery Homes Bracknell Limited
England and Wales
Ordinary
-
75.00
Avery (Glenmoor) Limited
England and Wales
Ordinary
-
75.00
Avery Homes Droitwich Limited
England and Wales
Ordinary
-
75.00
Avery of Leicester (Operations) Limited
England and Wales
Ordinary
-
75.00
Avery at Loxely Park (Operations) Limited
England and Wales
Ordinary
-
75.00
Avery at Loxely Park (Home care) Limited
England and Wales
Ordinary
-
75.00
Avery Homes Downend Limited
England and Wales
Ordinary
-
75.00
Avery at the Mirimar (Operations) Limited
England and Wales
Ordinary
-
75.00
Avery Opco Lessee Limited
England and Wales
Ordinary
-
75.00
Willowbrook Healthcare Debtco Limited
England and Wales
Ordinary
-
75.00
Willowbrook Healthcare Limited
England and Wales
Ordinary
-
75.00
Willowbrook Healthcare Group Limited
England and Wales
Ordinary
-
75.00
Avery Healthcare Group Limited
England and Wales
Ordinary
-
75.00
Avery Healthcare Holdings Limited
England and Wales
Ordinary
83.24
-

All the companies listed above are registered at 3 Cygnet Drive, Swan Valley, Northampton, NN4 9BS.

15
Associates

Details of associates at 31 March 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Aspen Tower RB Opco Ltd
England and Wales
Ordinary
50
-
WT RB Opco 1
England and Wales
Ordinary
-
50
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
471,293
311,738
-
-
Work in progress
1,008,383
-
-
-
1,479,676
311,738
-
-
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
16
Stocks
(Continued)
- 33 -

Capitalised care home development costs are classified as work in progress where the Group has a care home development agreement in place with a third party. Where there is no such agreement, development costs capitalised are classified as tangible fixed assets, assets in construction.

 

In 2022, Work in progress was included within Other Debtors in the financial statements.

17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,269,290
8,249,923
-
0
-
0
Amounts owed by related undertakings
-
26,100
-
-
Other debtors
2,649,962
5,532,601
1
1
Prepayments and accrued income
15,277,143
6,642,097
-
0
-
0
26,196,395
20,450,721
1
1
Deferred tax asset (note 22)
600
-
0
-
0
-
0
26,196,995
20,450,721
1
1
Amounts falling due after more than one year:
Amounts owed by associated undertakings
1,760,190
-
1,760,190
-
Prepayments and accrued income
-
0
3,753,724
-
0
-
0
1,760,190
3,753,724
1,760,190
-
Deferred tax asset (note 22)
1,087,076
-
0
-
0
-
0
2,847,266
3,753,724
1,760,190
-
Total debtors
29,044,261
24,204,445
1,760,191
1

The amounts owed by associate undertakings are interest free loans which are due in 5 years from the date of the agreements. The loans have been discounted.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 34 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
21
51,187
1,830
-
0
-
0
Trade creditors
10,891,707
9,632,414
-
0
-
0
Amounts owed to parent undertaking
11,986,527
-
0
11,986,527
-
0
Corporation tax payable
605,912
-
0
-
0
-
0
Other taxation and social security
6,658,900
11,227,594
-
-
Other creditors
19,477,616
33,445,801
-
0
9,309,724
Accruals and deferred income
14,021,050
11,065,033
-
0
-
0
63,692,899
65,372,672
11,986,527
9,309,724

The amount owed to parent undertaking is unsecured, interest free and repayable on demand.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
21
35,203
83,952
-
0
-
0
Other borrowings
20
44,849,967
74,828,967
-
0
-
0
Other creditors
23,997,675
23,997,675
23,997,675
23,997,675
Accruals for future property rental increases
96,685,450
94,419,664
13,150
-
0
165,568,295
193,330,258
24,010,825
23,997,675

Accruals are for future property rental increases that have arisen from spreading guaranteed future rent increases over the lease term.

20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
44,849,967
74,828,967
-
0
-
0
Payable after one year
44,849,967
74,828,967
-
0
-
0

As at 31 March 2023, the other loans were term facilities provided to group entities by Hightower Finance Limited. Interest calculated is based on the bank of England base rate with a margin of 5.5%, subject to a cap of 10% in its first year and a floor of 8% annually, and after the first year the cap is removed. The debt is repayable as a bullet payment in March 2025. Subsequent to the year-end the facilities were refinanced with the applicable nominal interest rates and years of maturity following refinancing disclosed in the table below.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
20
Loans and overdrafts
(Continued)
- 35 -
Group
Company
Nominal interest rate
Year of maturity
2023
2022
2023
2022
£
£
£
£
Other loans - Welltower Inc
Development Loan - Northampton
8.41%
2024
-
15,000,000
-
-
Development Loan - Edenbridge
8.00%
2024
-
14,979,000
-
-
Hightower Finance Limited
Tranche 1
11.00%
2025
15,775,777
15,775,777
-
-
Tranche 2
11.00%
2025
7,574,190
7,574,190
-
-
Tranche 3
11.00%
2025
1,500,000
1,500,000
-
-
Other loan
Libor+5.5%
2025
20,000,000
20,000,000
-
-
44,849,967
74,828,967
-
-
21
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
88,635
90,419
-
0
-
0
In two to five years
35,203
55,049
-
0
-
0
123,838
145,468
-
-
Less: future finance charges
(37,448)
(59,686)
-
0
-
0
86,390
85,782
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 36 -
22
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
(834,915)
901,278
-
Tax losses
-
(303,246)
162,815
-
Investments
-
(20,271)
25,997
-
Other
-
2,377,540
(2,414)
-
-
1,219,108
1,087,676
-
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 April 2022
1,219,108
-
Charge to profit or loss
139,654
-
Other
(2,446,438)
-
Asset at 31 March 2023
(1,087,676)
-
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,238,374
74,904

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. As at 31 March 2023 the company had no post-employment benefits.

24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 37 -
25
Financial commitments, guarantees and contingent liabilities

The company's subsidiary, Avery Healthcare Holdings Limited together with a number of its fellow subsidiary undertakings, has entered into a cross collaterised security arrangement to secure the Group’s operating property leases with Welltower Inc of Toledo USA.

26
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
54,520,601
53,112,621
-
-
Between two and five years
235,282,760
228,557,923
-
-
In over five years
422,125,136
483,691,873
-
-
711,928,497
765,362,417
-
-
27
Related party transactions
Remuneration of key management personnel

Total compensation of key management personnel (including directors) was £923k (2022: £1,541k), with £758k (2022: £527k) being paid as remuneration and £165k (2022: £1,014k) being billed by other related party entities controlled by key management personnel.

 

At year end there is £nil (2022: £17K due to) due to key management personnel of the subsidiary.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
27
Related party transactions
(Continued)
- 38 -
Transactions with related parties

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

 

Transactions with Welltower Inc

The Group has debt funding and a number of long term leases with Welltower Inc for the lease of care home and retirement living facilities. Other transactions with Welltower Inc in the year are as follows:

Sales
Sales
2023
2022
£
£
Group
Management fees charged to Welltower
1,544,516
-
Operating leases
During the year rentals charged under the operating leases have been recognised as follows:
2023
2022
£
£
Included in administration expenses - exceptional
2,247,975
325,016
Included in administration expenses
53,125,155
-
55,373,130
325,016
Transactions with Hightower Finance Limited
2023
2022
£
£
Group
Interest payable
3,707,203
13,908
Other information

During the year, the company paid £78,218 (2022: £155,500) rent to Xanadu Investments Limited.

 

Rent of £2,973 (2022: £85,000) was paid to one of the directors.

 

Included in other debtors is an amount of £23,764 (2022: £107,963) in respect of balances owed by companies owned by one of the directors with significant control at the time of the transaction.

28
Controlling party

The immediate parent company of Veichenblau Estates Ltd is Aldersgate Investments Limited and the ultimate parent company is Landal Worlwide Corp.

 

The registered address for both Aldersgate Investments Limited and Landal Worldwide Corp is 2nd Floor O’Neal Marketing Associates Building, PO Box 3174, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands.

VEILCHENBLAU ESTATES LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 39 -
29
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(19,138,700)
(1,609,578)
Adjustments for:
Taxation charged
139,654
76,820
Finance costs
5,103,908
352,638
Investment income
(51,614)
(58)
Loss on disposal of tangible fixed assets
731,420
-
Amortisation and impairment of intangible assets
11,150,048
695,830
Depreciation and impairment of tangible fixed assets
7,503,904
434,506
Non cash rent expenses
2,247,975
3,108,539
Gain on sale of investments
(1,675,877)
-
Movements in working capital:
(Increase)/decrease in stocks
(1,891,800)
2,032,337
Increase in debtors
(3,944,891)
(18,181,018)
(Decrease)/increase in creditors
(4,157,757)
19,922,753
Cash (absorbed by)/generated from operations
(3,983,730)
6,832,769
30
Analysis of changes in net debt - group
1 April 2022
Cash flows
Other non-cash changes
31 March 2023
£
£
£
£
Cash at bank and in hand
17,120,077
(6,915,501)
-
10,204,576
Borrowings excluding overdrafts
(74,828,967)
104,807,967
(74,828,967)
(44,849,967)
Obligations under finance leases
(85,782)
85,174
(85,782)
(86,390)
(57,794,672)
97,977,640
(74,914,749)
(34,731,781)
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