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Registration number: 11506103

Riverdale Topco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2023

 

Riverdale Topco Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 7

Statement of Directors' Responsibilities

8

Independent Auditor's Report

9 to 11

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 36

 

Riverdale Topco Limited

Company Information

Directors

A D M Cunynghame

M A McGrath

R C R Pope

M Seekings

A K Shah

Registered office

13 Roseberry Court
Stokesley
Middlesbrough
TS9 5QT

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Riverdale Topco Limited

Strategic Report for the Year Ended 31 March 2023

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

Fair review of the business

The Group have continued to provide outstanding care to their patients, whilst growing organically and inorganically.

During the FY23 year, 24 practices were acquired in the Group locating across the country from as south as Colchester to as north as North Tyneside. The acquired practices took the total number of practices at 31 March 2023 to 59 (2022: 35).

Revenue in FY23 had an increase of 59% to the prior year, to £50.7m in the current year. The majority of this growth is due to the acquisitions.

Financial performance
The Group revenue for the year was £50.7m (2022 - £31.8m).

The has been achieved through a combination of the following:

• 24 practices acquired during the year;
• 2022 acquisitions trading for a full 12 months during 2023;
• Securing £900k worth of additional contracts from the NHS;
• Growth within the existing portfolio of practices.

The Group gross profit for the year was £22.8m (2022 - £16.0m), resulting in a gross margin of 45% (2022 - 50%).

The Directors consider that EBITDA represents a key measure of the business performance as it demonstrates the underlying trading by excluding the effects of non-recurring items and other non UK GAAP measures.

Due to certain limitations, EBITDA should not be considered a measure of discretionary cash available for the Group to invest in future growth. EBITDA is in addition to, and not to be used instead of, measures of financial performance prepared in accordance with UK GAAP.


Key performance indicators
The directors use Key Performance Indicators ('KPIs') to assist in the understanding of the development, performance and the position of the business of the Group. The KPIs used by the group to measure performance included revenue, gross profit and Group EBITDA.

 

Unit

2023

2022

Revenue

£

50,656,588

31,824,183

Gross profit

£

22,753,312

16,034,887

Group EBITDA

£

5,946,500

4,374,929

The directors are pleased with the results for the year and consider the financial position of the Group and Company at the year end to be satisfactory.

 

Riverdale Topco Limited

Strategic Report for the Year Ended 31 March 2023

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the Group, in addition to the challenges presented by the unpredictable nature of Covid-19, are considered to relate to the ongoing compliance with current and future legislation affecting the sector.

Operational risk
The board is ultimately responsible for all clinical and other risk management strategies. The business has a clinically trained operational team that manage risk through proportionate risk management tools and audit processes, and The Chief Clinical Officer and Dentistry Director supervise all clinical risks.

The Group Clinical Governance Board takes practical steps to ensure dental practitioners meet the high level of regulations and supervision they are subject to through the relevant regulatory bodies.
Short term operational risks of clinical providers being unavailable is managed through our diverse portfolio of practices and short term clinical providers.

Financial risk
The Group is financed from shareholders capital, external loans, group loans and internally generated cash. The Group has a number of banking covenant that need to be met on a quarterly basis. This is monitored on a quarterly basis.

Credit risk
The Group has relatively little exposure to the usual credit and cash flow risk associated with selling on credit because the majority of income is either paid for at the point of delivery or derived from NHS contracts. However, where credit risk exposure does exist, the Group manages this through credit control procedures. We partner with a regulated third-party finance provider for credit applications.

Liquidity risk
The Group actively manages its cash and debt finance to ensure that it has sufficient funds for both its current operations and potential expansions upon board agreement.

Section 172(1) statement

Looking after the interests of the Groups employees:

Colleague wellbeing and engagement
The wellbeing of employees and patients is one of the most important factors for us as a group. We operate an Employee Assistance Programme which is available for all employees.

The Group publishes a monthly newsletter to its colleagues. This newsletter includes any key changes or achievements that have happened in the month.

Reward
The Group continued to focus on the reward offering ensuring they respond to external factors while maintaining budgets and affordability. This included an additional cost of living payment, benchmarked nurse roles and agreed minimum rates and increased salary uplift in April 2022.

Learning and Development
The Group continued to introduce quality training programmes for all clinical staff through the internal clinical leadership programme and infrastructure.

Gender pay
The Group believes in creating and retaining a diverse and gender-balanced workforce which reflects the customers and communities we serve.

 

Riverdale Topco Limited

Strategic Report for the Year Ended 31 March 2023

The need to foster the groups business relationships with customers, suppliers and others:

Customers
The business is focused on providing excellent care to our patients. This principle is a key factor in all decisions that are made throughout the business. One measure of patient satisfaction is the net promoter score (NPS), this score is monitored weekly by the executive and senior leadership team.

Suppliers
The Group recognises that our suppliers play and integral part in our ability to provide excellent service to our patients. Clinical freedom dictates that products and services are sourced from a larger number of suppliers’ the business strives to ensure that all payment terms are met. Senior management invest additional time to engage with key suppliers to provide the business with assurance that there will be no disruption to the supply of critical goods or services to our practices.

Regulators
The dental industry is heavily regulated, and the Group is subject to strict regulatory requirements issued by bodies such as General Dental Council and the Care Quality Commission. The Group’s regulators expect the business to:

Have robust and effective processes and controls in place to mitigate risks to protect our patients;
Provide a high-quality, clinically robust service;
Comply with all legal and regulatory requirements and standards; and
Ensure internal audits are completed in line with these standards.

The business has an open and honest relationship with all regulators relevant to its business and keep up to date with any regulatory changes. Senior management, through its regulatory team, ensure assurance is provided in relation to regulatory and other requirements and action is quickly taken to address any issues or concerns identified or raised by internal auditors or regulatory inspections.

The impact of the Group's operations on the community and environment
The business regularly encourages its practices to take an active role in their communities.

Acting fairly for all shareholders
The Group is majority owned by Apposite Capital LLP.

Approved by the Board on 7 March 2024 and signed on its behalf by:


M Seekings
Director


A K Shah
Director

 

Riverdale 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.

Principal activity

The principal activity of the Group is the provision of dental services and the management of dental practices under the Riverdale Healthcare brand.

The principal activity of the Company is to act as a holding company.

Directors of the company

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

C D Aylward (resigned 22 May 2023)

A D M Cunynghame

E G Fichardt (resigned 11 October 2022)

M A McGrath

R C R Pope

M Seekings

E J Barnes (resigned 24 February 2023)

The following director was appointed after the year end:

A K Shah (appointed 22 May 2023)


Dividends
The directors do not propose a dividend in the current period. No dividends have been paid since the year-end date of signing the financial statements.

Future developments

The Group has continued to focus on the operational excellence and organic growth of its existing portfolio of practices and the opening of new practices, and both developments will continue. Strategic acquisitions will also form part of the Group’s future developments.

Information included in the Strategic Report

Information regarding price rises, credit risk, cash flow risk and liquidity risk is included in the Strategic Report.

Employment of disabled persons

Applications for employment from disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. As a people-focused business, we make sure that we recruit the right person for the job every time, whatever their background.

In the event of an employee being disabled, every effort is made to ensure that their employment with the Group continues and that appropriate adjustments are made. It is policy of the Group training, career development and promotion of disabled persons should, as far as possible, be identical to their colleagues.

Employee involvement

The Group acknowledges the vital role that all employees play in its success through their skills, initiative and commitment and has continued to keep them informed on matters affecting them as employees on the various factors the performance of the Group. This is achieved through informal and formal meetings and announcements of the financial results.

 

Riverdale Topco Limited

Directors' Report for the Year Ended 31 March 2023

Engagement with customers and suppliers
Patients are the key success to the business. Feedback is given back to the Group via our website, emails and google reviews. Ratings from this feedback have continued to be high throughout the year. The Group regularly keeps in contact with the large suppliers to ensure good relationships are kept.

Health and Safety
The well being of employees and patients is one of the most important factors for us as a Group. We operate an Employee Assistance Programme which is available for all employees. The Group has been compliant with all the requirements from all public health bodies and maintained registrations as required.

Climate change
The Group takes it environmental stewardship seriously, acknowledging its impact at its own sites and from colleague travel. Various initiatives are in place in the Group such as recycling paper and waste, and minimising unnecessary travel.


Objectives and policies
The board constantly monitors the Group's trading results and revises the projections as appropriate to ensure that the Group can continue to meet its future obligations as they fall due.

Social matters and human rights
As an employer, the Group seeks to create a socially diverse environment where individuals are able to thrive regardless of ethnicity, age, gender, disability or sexuality, and upholds fairness policy addressing equal opportunities and diversity throughout the Group’s operations.

Anti-corruption and anti-bribery
All of the Group's employees are required to complete the necessary training and acknowledge our Group policy on anti-corruption and bribery. The implications of not following the policy are set out in the guidelines issued to staff.

Environmental report

Emissions and energy consumption

Scope 1 measures are direct emissions from company-owned and controlled resources:

> Stationary combustion (e.g fuels, heating sources).
> Mobile combustion (all vehicles owned or controlled by the company)
> Fugitive emissions (leaks from greenhouse gases (e.g. refrigeration, air conditioning units).

Scope 2 measures are indirect emissions from the generation of purchased energy, from a utility provider. These have been calculated from total fuel spend.

The Group has utilised conversion factors published by the Department for Energy Security & Net Zero in calculating tons of CO2 equivalent.

Summary of greenhouse gas emissions and energy consumption for the year ended 31 March 2023:

Name and
description

Metric
and / or KPI

Unit of
measurement

2023

2022

Scope 1 GHG Emissions (gross)

Tons of CO2 equivalent

198.20

0.00

Scope 2 GHG Emissions (gross)

Tons of CO2 equivalent

248.00

0.00

         

Intensity ratio

Tons CO2eq/£million

The intensity ratio is a measure of tons of CO2 equivalent per £million. During the year ended 31 March 2023 this was 8.80.

Efficiency measures taken during the period include transitioning to online meetings in place of in person meetings to reduce travel emissions.

 

Riverdale Topco Limited

Directors' Report for the Year Ended 31 March 2023

Going concern

The Group meets its day-to-day working capital requirements through cash held at bank. The current economic conditions create uncertainty, particularly over consumer spending, however the Group's trading throughout FY23 has shown resilience to such an impact, with continued growth in revenue.

The Group’s forecasts and projections, taking into account of reasonable possible changes in trading performance, show that the Group is cash-generative from its operating activities and will operate within the level of its current cash resources and lending facilities. The Group have met all debt provider covenant tests up to the date of signing the financial statements and are confident the Group will continue to meet those.

Management have produced forecasts for different scenarios such as pessimistic, base and stretch. Management is comfortable that these forecasts demonstrate that the business has adequate resources to continue in operational existence for a period of not less than 12 months after the approval of the financial statements.

Management do not consider there to be any material uncertainties that could arise that would impact going concern. The continued availability of borrowing facilities and equity funding support management's judgement that the Group is a going concern.

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 7 March 2024 and signed on its behalf by:


M Seekings
Director


A K Shah
Director

 

Riverdale 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 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.

 

Riverdale Topco Limited

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

Opinion

We have audited the financial statements of Riverdale 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.

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.

 

Riverdale Topco Limited

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

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 8, 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.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. 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.

 

Riverdale Topco Limited

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

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.





Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

7 March 2024

 

Riverdale Topco Limited

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

Note

2023
 £

2022
 £

Turnover

3

50,656,588

31,824,183

Cost of sales

 

(27,916,560)

(15,805,947)

Other income

4

13,284

16,651

Gross profit

 

22,753,312

16,034,887

Administrative expenses

 

(17,018,853)

(11,890,177)

Other operating income

4

212,041

230,219

Operating profit before non-recurring items, amortisation and depreciation

 

5,946,500

4,374,929

Non-recurring items

6

(1,134,618)

(434,454)

Amortisation of intangible fixed assets

11

(7,472,638)

(4,746,046)

Depreciation of tangible fixed assets

12

(854,500)

(414,228)

Group operating loss

5

(3,515,256)

(1,219,799)

Interest payable and similar charges

7

(9,368,365)

(4,743,223)

Loss before tax

 

(12,883,621)

(5,963,022)

Taxation

10

64,307

(514,237)

Loss for the financial year

 

(12,819,314)

(6,477,259)

The above results were derived from continuing operations.

 

Riverdale Topco Limited

(Registration number: 11506103)
Consolidated Balance Sheet as at 31 March 2023

Note

2023
 £

2022
 £

Fixed assets

 

Intangible assets

11

64,556,644

48,067,094

Tangible assets

12

4,517,335

3,131,898

 

69,073,979

51,198,992

Current assets

 

Stocks

15

418,872

328,865

Debtors

16

4,669,961

3,137,262

Cash at bank and in hand

 

8,276,325

2,342,503

 

13,365,158

5,808,630

Creditors: Amounts falling due within one year

17

(21,693,880)

(9,914,684)

Net current liabilities

 

(8,328,722)

(4,106,054)

Total assets less current liabilities

 

60,745,257

47,092,938

Creditors: Amounts falling due after more than one year

17

82,747,510

56,334,515

Provisions for liabilities

10

721,479

662,841

Capital and reserves

 

Called up share capital

20

96,100

97,000

Capital redemption reserve

900

-

Profit and loss account

(22,820,732)

(10,001,418)

Total equity

 

(22,723,732)

(9,904,418)

Total capital, reserves and long-term liabilities

 

60,745,257

47,092,938

Approved and authorised by the Board on 7 March 2024 and signed on its behalf by:
 

M Seekings
Director

A K Shah
Director

 

Riverdale Topco Limited

(Registration number: 11506103)
Balance Sheet as at 31 March 2023

Note

2023
 £

2022
 £

Fixed assets

 

Investments

13

1

1

Current assets

 

Debtors

16

97,000

97,000

Creditors: Amounts falling due within one year

17

(1)

(1)

Net current assets

 

96,999

96,999

Total assets less current liabilities

 

97,000

97,000

Capital and reserves

 

Called up share capital

20

96,100

97,000

Capital redemption reserve

900

-

Total capital, reserves and long term liabilities

 

97,000

97,000

The company made a loss after tax for the financial year of £nil (2022 - £nil).

Approved and authorised by the Board on 7 March 2024 and signed on its behalf by:
 

M Seekings
Director

A K Shah
Director

 

Riverdale Topco Limited

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

Share capital
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 April 2022

97,000

-

(10,001,418)

(9,904,418)

Loss for the year

-

-

(12,819,314)

(12,819,314)

Purchase of own share capital

(900)

900

-

-

At 31 March 2023

96,100

900

(22,820,732)

(22,723,732)

Share capital
£

Retained earnings
£

Total
£

At 1 April 2021

91,250

(3,524,159)

(3,432,909)

Loss for the year

-

(6,477,259)

(6,477,259)

Issue of share capital

5,750

-

5,750

At 31 March 2022

97,000

(10,001,418)

(9,904,418)

 

Riverdale Topco Limited

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

Share capital
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 April 2022

97,000

-

-

97,000

Purchase of own share capital

(900)

900

-

-

At 31 March 2023

96,100

900

-

97,000

During the year the company repurchased and cancelled 900 Ordinary C shares as is permissible in accordance with s692(1ZA) of the Companies Act 2006.

Share capital
£

Retained earnings
£

Total
£

At 1 April 2021

91,250

-

91,250

New share capital subscribed

5,750

-

5,750

At 31 March 2022

97,000

-

97,000

 

Riverdale 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

 

(12,819,314)

(6,477,259)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

8,327,138

5,160,274

Profit on disposal of tangible assets

(165,796)

(45,705)

Finance costs

7

9,368,365

4,743,223

Income tax expense

10

(64,307)

514,237

 

4,646,086

3,894,770

Working capital adjustments

 

(Increase)/decrease in stocks

15

(83,189)

52,192

Decrease/(increase) in trade debtors

16

111,576

(85,765)

Increase/(decrease) in trade creditors

17

4,729,590

(1,166,183)

Cash generated from operations

 

9,404,063

2,695,014

Income taxes paid

10

(357,077)

(87,682)

Net cash flow from operating activities

 

9,046,986

2,607,332

Cash flows from investing activities

 

Acquisitions of tangible assets

(1,276,101)

(1,196,530)

Proceeds from sale of tangible assets

 

295,000

243,205

Acquisition of undertakings (net of cash acquired)

14

(3,607,280)

(25,476,169)

Acquisition of unincorporated businesses

11

(2,720,279)

-

Payments of deferred consideration

 

(2,688,146)

-

Net cash flows from investing activities

 

(9,996,806)

(26,429,494)

Cash flows from financing activities

 

Interest paid

 

(2,890,042)

(1,876,818)

Proceeds from issue of ordinary shares, net of issue costs

 

-

5,750

Payments for purchase of own shares

 

(900)

-

Proceeds from bank borrowing draw downs

24

10,891,666

28,278,471

Repayment of bank borrowing

 

-

(11,306,012)

Proceeds from issue of loan notes

24

13,425,000

9,905,148

Payments to finance lease creditors

 

(3,606)

(9,702)

Debt costs capitalised

 

(240,000)

(1,197,508)

Repayment of bank borrowings acquired with subsidiary

 

(7,232,514)

-

Repayment of other borrowings acquired with subsidiary

 

(7,065,962)

-

Net cash flows from financing activities

 

6,883,642

23,799,329

Net increase/(decrease) in cash and cash equivalents

 

5,933,822

(22,833)

Cash and cash equivalents at 1 April

 

2,342,503

2,365,336

Cash and cash equivalents at 31 March

 

8,276,325

2,342,503

 

Riverdale 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:
13 Roseberry Court
Stokesley
Middlesbrough
TS9 5QT

 

2

Accounting policies

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.

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.

Basis of consolidation

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

Certain members of the Group's management team act as partners on behalf of group companies in a number of dental practice partnerships. All profits arising from partnership activities are transferred to a group trading company. As a result, the Group considers that it has control of these partnerships and consequently the results of the partnerships are consolidated into the Group's financial statements. Where necessary, adjustments are made to the partnerships results to bring their accounting policies in line with those used by the group.

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.

 

Riverdale Topco Limited

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

 

2

Accounting policies (continued)

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.

Parent Company profit
As permitted by section 408 of the Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements. The Group loss for the year includes a loss of £nil (2022 - £nil).

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements and estimation uncertainty

These financial statements do no contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the amounts chargeable during the year for the provision of dental services. Where the amount covers the balance sheet date, the amount is apportioned over the year to which it relates.

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 income 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.

 

Riverdale Topco Limited

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

 

2

Accounting policies (continued)

Deferred income 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 income 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.

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

Freehold land and buildings

Nil

Leasehold improvements

Straight line over 5 years

Plant and machinery

Straight line over 10 years

Computer equipment

Straight line over 5 years

Motor vehicles

Straight line over 10 years

Freehold property is not depreciated. The company has a regular policy of maintenance and repair on its freehold properties. The director's annually review the carrying value of the freehold properties. The directors consider this to be appropriate on the basis that the residual values of the properties are not materially different to their carrying value and therefore depreciation would be immaterial.

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.

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. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

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

 

Riverdale Topco Limited

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

 

2

Accounting policies (continued)

Investments

Investments in subsidiaries arise when an investment in the investee results in control over the investee resting with the company. Investments in subsidiaries are held at cost less any subsequent impairment losses.

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.

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.

Stocks

Stocks are stated at the lower of cost and net realisable value.

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.

 

Riverdale Topco Limited

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

 

2

Accounting policies (continued)

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.

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

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.

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.
 

 

Riverdale Topco Limited

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

 

2

Accounting policies (continued)

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.

 

3

Turnover

The total turnover of the company 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

212,041

234,366

Miscellaneous other operating income

13,284

12,504

225,325

246,870

 

Riverdale Topco Limited

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

 

5

Operating profit

Arrived at after charging

2023
 £

2022
 £

Depreciation expense

854,500

414,228

Amortisation expense

7,472,638

4,746,046

Operating lease expense - property

1,261,443

726,198

Operating lease expense - plant and machinery

10,449

6,690

Auditor's remuneration - The audit of the company's annual accounts

85,950

43,650

Auditor's remuneration - non-audit services

159,950

143,400

Auditors' remuneration for both audit and non-audit services in respect of the company are borne by its trading subsidiaries.

 

6

Non-recurring items

2023
 £

2022
 £

Non-recurring items

1,134,618

434,454

Non-recurring items in the current year relate to fees incurred in relation to aborted acquisitions, restructuring costs and payments to staff in support of the cost of living increases.

Non-recurring items in the prior year relate to non-recurring associate fees, professional fees for potential acquisitions, recruitment fees, listing fee costs and one off remuneration payments

 

7

Interest payable and similar expenses

2023
£

2022
£

Bank loan interest

3,567,340

2,154,338

Interest on obligations under finance leases and hire purchase contracts

7,664

12,467

Loan note interest

5,526,092

2,273,332

Finance costs adjacent to interest

267,269

303,086

9,368,365

4,743,223

 

8

Staff costs

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

2023
 £

2022
 £

Wages and salaries

13,416,994

7,980,777

Social security costs

1,084,012

605,799

Pension costs, defined contribution scheme

273,556

181,768

14,774,562

8,768,344

 

Riverdale Topco Limited

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

 

8

Staff costs (continued)

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

2023
 No.

2022
 No.

Administration and management

6

27

Dental staff

712

380

718

407

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

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

2023
 No.

2022
 No.

Directors

6

7

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

787,961

675,557

Contributions paid to money purchase schemes

3,412

3,963

791,373

679,520

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

3

3

In respect of the highest paid director:

2023
£

2022
£

Remuneration

217,047

176,312

Company contributions to money purchase pension schemes

1,321

1,321

 

Riverdale Topco Limited

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

 

10

Taxation

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

2023
£

2022
£

Current taxation

UK corporation tax

(28,115)

64,509

UK corporation tax adjustment to prior periods

(38,209)

(26,318)

(66,324)

38,191

Deferred taxation

Arising from origination and reversal of timing differences

2,017

476,046

Tax (receipt)/expense in the income statement

(64,307)

514,237

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

(12,883,621)

(5,963,022)

Corporation tax at standard rate

(2,447,888)

(1,132,974)

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

2,377

66,651

Decrease in UK and foreign current tax from adjustment for prior periods

(38,209)

(26,318)

Tax increase from effect of capital allowances and depreciation

1,005,194

1,107,566

Tax increase from other short-term timing differences

-

1,528

Tax increase from effect of unrelieved tax losses carried forward

364,368

116,937

Effects of non-deductible loan note interest

1,049,851

380,847

Total tax (credit)/charge

(64,307)

514,237

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Difference between taxation allowances and depreciation on fixed assets

723,540

Short term timing differences

(2,061)

721,479

2022

Liability
£

Difference between taxation allowances and depreciation on fixed assets

664,902

Short term timing differences

(2,061)

662,841

 

Riverdale Topco Limited

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

 

11

Intangible assets

Group

Goodwill
 £

Cost

At 1 April 2022

55,708,365

Adjustment on prior year acquisitions

(2,100,898)

Additions

26,063,086

At 31 March 2023

79,670,553

Amortisation

At 1 April 2022

7,641,271

Amortisation charge

7,472,638

At 31 March 2023

15,113,909

Carrying amount

At 31 March 2023

64,556,644

At 31 March 2022

48,067,094

Adjustments to prior acquisitions arise due to adjustments to the consideration paid and finalisation of net assets at acquisition of subsidiaries acquired in the prior period, which had previously been included at their estimated values. During the year, an adjustment of £2,240,491 was made in relation to the consideration recorded for the acquisition of Perfect Smile Newcastle Limited, which has been reclassified as an intercompany receivable.

Goodwill additions includes acquisitions by the group of various business assets during the year, arising as a result of the difference between the fair value of assets acquired and the purchase price. Included within additions above is £3,052,379 of such acquisitions, which were satisfied by cash consideration of £2,720,279 and deferred consideration of £332,100.

The directors have considered the accounting requirements of FRS 102 and have concluded that there were no other material intangible assets acquired within these business acquisitions.

 

Riverdale Topco Limited

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

 

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

At 1 April 2022

664,311

3,080,170

4,191

3,748,672

Additions

285,379

990,722

-

1,276,101

From acquisitions

149,911

946,825

-

1,096,736

Disposals

(151,005)

(2,310)

(1,386)

(154,701)

At 31 March 2023

948,596

5,015,407

2,805

5,966,808

Depreciation

At 1 April 2022

103,157

512,611

1,006

616,774

Charge for the year

21,620

832,818

62

854,500

Eliminated on disposal

(21,801)

-

-

(21,801)

At 31 March 2023

102,976

1,345,429

1,068

1,449,473

Carrying amount

At 31 March 2023

845,620

3,669,978

1,737

4,517,335

At 31 March 2022

561,154

2,567,559

3,185

3,131,898

Included in the net book value of tangible fixed assets is £104,617 (2022 - £164,906) in respect of assets held under finance leases and similar hire purchase contracts. Depreciation for the year on these assets was £11,136 (2022 - £10,203).

Included within the net book value of land and buildings above is £137,232 (2022 - £197,500) in respect of freehold land and buildings £423,922 (2022 - £150,060) in respect of leasehold improvements.
 

 

13

Investments

Company

2023
£

2022
£

Investments in subsidiaries

1

1

Subsidiaries

£

Cost and Net book value

As at 31 March 2022 and 31 March 2023

1

 

Riverdale Topco Limited

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

 

13

Investments (continued)

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

Riverdale Midco Limited*

Ordinary

100%

100%

 

England and Wales

     

Riverdale Bidco Limited

Ordinary

100%

100%

 

England and Wales

     

Riverdale Tradeco Limited

Ordinary

100%

100%

 

England and Wales

     

Alpha Windmill (Bedale) Limited

Ordinary

100%

100%

 

England and Wales

     

Alpha Windmill (York) Limited

Ordinary

100%

100%

 

England and Wales

     

Framwellgate Dental Surgery Limited

Ordinary

100%

100%

 

England and Wales

     

Riverdale Dental Care Limited

Ordinary

100%

100%

 

England and Wales

     

Riverdale Healthcare Limited

Ordinary

100%

100%

 

England and Wales

     

JRP Jones & Associates Limited

Ordinary

100%

100%

 

England and Wales

     

InDental Practice Limited

Ordinary

100%

100%

 

England and Wales

     

Devonshire House Dental Lab Limited

Ordinary

100%

100%

 

England and Wales

     

Perfect Smile Newcastle Limited

Ordinary

100%

100%

 

England and Wales

     

Geoff Antons Limited

Ordinary

100%

100%

 

England and Wales

     

Lion House Dental Practice Limited

Ordinary

100%

100%

 

England and Wales

     

Elixir Life Holdings Limited

Ordinary

100%

0%

 

England and Wales

     

Prettygate Dental Practice Limited

Ordinary

100%

0%

 

England and Wales

     

Windmill (Heaton) Orthodontics Limited

Ordinary

100%

0%

 

England and Wales

     

Kiran Diya Ltd

Ordinary

100%

0%

 

England and Wales

     

Marston Green Practice Limited

Ordinary

100%

0%

 

England and Wales

     

Smethwick Practice Limited

Ordinary

100%

0%

 

England and Wales

     

Charnwood Dental Limited

Ordinary

100%

0%

 

England and Wales

     

Ditchfield Dental Limited

Ordinary

100%

0%

 

England and Wales

     

*Denotes immediate subsidiary

The principal activity of Riverdale Midco Limited and Riverdale Bidco Limited is that of intermediate holdings companies. The principal activity of Riverdale Dental Care Limited and Riverdale Healthcare Limited is that of dormant companies. The principal activity of all other subsidiaries is that of dental services.

For the year ending 31 March 2023 the following subsidiaries were entitled to exemption from audit under seciton 479A of the Companies Act 2006 relating to subsidiary companies:

Prettygate Dental Practice Limited

 

Riverdale Topco Limited

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

 

14

Business combinations

On 31 May 2022, acquired 100% of the issued share capital of Elixir Life Holdings Ltd, obtaining control of the company and its subsidiary.

Elixir Life Holdings Ltd and its subsidiary contributed £1,232,058 revenue and £166,686 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2023
£

Assets and liabilities acquired

Financial assets

538,453

Stocks

5,000

Tangible assets

15,118

Financial liabilities

(147,843)

Total identifiable assets

410,728

Goodwill

2,443,528

Total consideration

2,854,256

Satisfied by:

Cash

2,519,646

Other

334,610

Total consideration transferred

2,854,256

Cash flow analysis:

Cash consideration

2,519,646

Less: cash and cash equivalent balances acquired

(433,045)

Net cash outflow arising on acquisition

2,086,601

 

Riverdale Topco Limited

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

 

14

Business combinations (continued)

On 16 May 2022, acquired 100% of the issued share capital of Windmill (Heaton) Orthodontics Limited, obtaining control.

Windmill (Heaton) Orthodontics Limited contributed £2,819,428 revenue and £919,442 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2023
£

Assets and liabilities acquired

Financial assets

1,018,918

Tangible assets

260,742

Financial liabilities

(313,145)

Total identifiable assets

966,515

Goodwill

1,650,135

Total consideration

2,616,650

Satisfied by:

Cash

1,084,041

Other

1,532,608

Total consideration transferred

2,616,649

Cash flow analysis:

Cash consideration

1,084,041

Less: cash and cash equivalent balances acquired

(143,426)

Net cash outflow arising on acquisition

940,615

 

Riverdale Topco Limited

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

 

14

Business combinations (continued)

On 31 May 2022, acquired 100% of the issued share capital of Kiran Diya Ltd, obtaining control of the company and its subsidiaries.

The group headed by Kiran Diya Ltd contributed £11,311,826 revenue and £1,239,677 to the group's profit for the period between the date of acquisition and the balance sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2023
£

Assets and liabilities acquired

Financial assets

2,390,323

Inventory

1,818

Property, plant and equipment

820,875

Financial liabilities

(15,588,513)

Total identifiable assets

(12,375,497)

Goodwill

18,917,044

Total consideration

6,541,547

Satisfied by:

Cash

2,275,876

Other

4,266,446

Total consideration transferred

6,542,322

Cash flow analysis:

Cash consideration

2,275,876

Less: cash and cash equivalent balances acquired

(1,695,812)

Net cash outflow arising on acquisition

580,064

 

Riverdale Topco Limited

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

 

15

Stocks

   

Group

Company

2023
£

2022
£

2023
£

2022
£

Consumables

 

418,872

328,865

-

-

 

16

Debtors

   

Group

Company

2023
 £

2022
 £

2023
 £

2022
 £

Trade debtors

 

2,360,265

994,034

-

-

Amounts owed by group undertakings

 

-

-

97,000

97,000

Other debtors

 

1,742,783

1,986,502

-

-

Prepayments and accrued income

 

566,913

156,726

-

-

Total current trade and other debtors

 

4,669,961

3,137,262

97,000

97,000

 

17

Creditors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

 

Loans and borrowings

18

60,307

31,376

-

-

Trade creditors

 

2,892,254

771,538

-

-

Amounts owed to group undertakings

-

-

1

1

Social security and other taxes

 

541,250

266,778

-

-

Outstanding defined contribution pension costs

 

79,407

30,974

-

-

Other creditors

 

12,090,427

6,895,804

-

-

Accruals and deferred income

 

5,875,669

1,800,358

-

-

Corporation tax liability

10

154,566

117,856

-

-

 

21,693,880

9,914,684

1

1

Due after one year

 

Loans and borrowings

18

82,493,211

52,466,626

-

-

Other creditors

 

254,299

3,867,889

-

-

 

82,747,510

56,334,515

-

-

Other creditors due within one year and after one year includes deferred consideration payable of £10,406,614 (2022 - £2,873,022) and £254,299 (2022 - £3,867,889) respectively, in respect of acquisitions made.

 

Riverdale Topco Limited

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

 

18

Loans and borrowings

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Hire purchase contracts

24

60,307

31,376

-

-

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

24

38,872,876

27,750,543

-

-

Hire purchase contracts

24

85,170

117,707

-

-

Loan notes

24

43,535,165

24,598,376

-

-

 

82,493,211

52,466,626

-

-

Details of security against the bank loans are included in note 22. In the prior year a refinancing of the bank loans was carried out with the new bank loans incurring interest at 6% above SONIA (2022 - 6% above SONIA) and are shown net of debt costs £867,153 (2022 - £894,422). Bank loans are to be repaid in full on 31 March 2028.

Loan notes outstanding include interest accrued of £8,591,659 (2022 - £3,089,765). The loan notes are unsecured and interest is levied at a rate of 10%, 11% or 25% (2022 - 10%, 11% or 25%). The loan notes are due for repayment on exit.

 

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 £273,556 (2022 - £181,768).

Contributions totalling £79,407 (2022 - £30,974) were payable to the scheme at the end of the year and are included in creditors.

 

20

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A shares of £1 each

62,666

62,666

62,666

62,666

Ordinary B shares of £1 each

12,334

12,334

12,334

12,334

Ordinary C shares of £1 each

21,100

21,100

22,000

22,000

 

96,100

96,100

97,000

97,000

Rights, preferences and restrictions

The shares have attached to them full voting, dividend and capital distribution rights (including on winding up). The do not confer any right of redemption.

 

Riverdale Topco Limited

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

 

21

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

40,450

31,376

Later than one year and not later than five years

27,744

117,707

68,194

149,083

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

949,287

967,119

Later than one year and not later than five years

3,171,025

2,947,523

Later than five years

5,232,828

5,049,205

9,353,140

8,963,847

 

22

Contingent liabilities

Riverdale Tradeco Limited, Riverdale Bidco Limited, Framwellgate Dental Surgery Limited, Alpha Windmill (Bedale) Limited, Alpha Windmill (York) Limited, JRP Jones & Associates Limited, InDental Practice Limited, Devonshire House Dental Lab Limited, Perfect Smile Newcastle Limited, Geoff Antons Limited, Lion House Dental Practice Limited, Elixir life Holdings Limited, Kiran Diya Ltd, Marston Green Practice Limited, Prettygate Dental Practice Limited, Smethwick Dental Practice Limited and Windmill (Heaton) Orthodontics Limited are bound by an intra-group cross guarantee in respect of bank debt. The amount guaranteed at 31 March 2023 is £39,808,168 (2022 - £28,644,965) and is secured by a debenture over the assets and undertakings of the guarantee companies.

 

23

Parent and ultimate parent undertaking

The company's immediate parent and ultimate controlling party is Apposite Healthcare II GP LLP, incorporated in England and Wales.

 

 

Riverdale Topco Limited

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

 

24

Analysis of changes in net debt

Group

At 1 April 2022
£

Cash flows
£

Other non-cash changes
£

At 31 March 2023
£

Cash and cash equivalents

Cash

2,342,503

5,933,822

-

8,276,325

Borrowings

Bank borrowings

(28,644,965)

(10,891,666)

(203,398)

(39,740,029)

Other borrowings

(24,598,376)

(13,425,000)

(5,511,789)

(43,535,165)

Hire purchase

(149,083)

(3,606)

-

(152,689)

Debt costs capitalised

894,422

240,000

(267,269)

867,153

(52,498,002)

(24,080,272)

(5,982,456)

(82,560,730)

 

(50,155,499)

(18,146,450)

(5,982,456)

(74,284,405)

Non-cash changes include £5,511,789 of capitalised interest on loan notes, £203,398 in respect of movements on capitalised interest accruals on bank borrowings and £267,269 in respect of the amortisation of capitalised debt costs.