Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31true2023-01-01truetruetruetruetrueNo description of principal activity44true 13638829 2023-01-01 2023-12-31 13638829 2021-09-23 2022-12-31 13638829 2023-12-31 13638829 2022-12-31 13638829 2023-01-01 13638829 c:Director1 2023-01-01 2023-12-31 13638829 c:Director2 2023-01-01 2023-12-31 13638829 c:Director3 2023-01-01 2023-12-31 13638829 c:Director3 2023-12-31 13638829 c:Director4 2023-01-01 2023-12-31 13638829 c:Director4 2023-12-31 13638829 c:RegisteredOffice 2023-01-01 2023-12-31 13638829 d:CurrentFinancialInstruments 2023-12-31 13638829 d:CurrentFinancialInstruments 2022-12-31 13638829 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 13638829 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 13638829 d:ShareCapital 2023-12-31 13638829 d:ShareCapital 2022-12-31 13638829 c:OrdinaryShareClass1 2023-01-01 2023-12-31 13638829 c:OrdinaryShareClass1 2023-12-31 13638829 c:OrdinaryShareClass1 2022-12-31 13638829 c:EntityHasNeverTraded 2023-01-01 2023-12-31 13638829 c:FRS101 2023-01-01 2023-12-31 13638829 c:Audited 2023-01-01 2023-12-31 13638829 c:FullAccounts 2023-01-01 2023-12-31 13638829 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13638829 d:Subsidiary1 2023-01-01 2023-12-31 13638829 d:Subsidiary1 1 2023-01-01 2023-12-31 13638829 d:FinancialInstrumentsFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 13638829 d:FinancialLiabilitiesAmortisedCost 2023-01-01 2023-12-31 13638829 d:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2023-01-01 2023-12-31 13638829 6 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 13638829







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


CARE TREE MIDCO LIMITED






































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CARE TREE MIDCO LIMITED
 


 
COMPANY INFORMATION


Directors
A R C De Changy 
B J Duplat 
S T Foxall-Smith (appointed 4 January 2023)
M H Lefebvre (appointed 4 January 2023)




Registered number
13638829



Registered office
1st Floor, 1 Lakeside Headland Business Park
Salisbury Road

Blashford Ringwood

BH24 3PB




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


CARE TREE MIDCO LIMITED
 



CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Income statement
8
Statement of financial position
9
Notes to the financial statements
10 - 13


 


CARE TREE MIDCO LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present the strategic report of Care Tree Midco Limited for the period ending 31 December 2023.

Principal activities and business review
 
The principal activity of the company during the year was that of an intermediate holding company.
It is the view of the Directors that the accounts presented here represent a true and fair view of the state of affairs of the company and the results for the period to 31 December 2023.
Since incorporation the Company has not traded and is dormant.
For a detailed review of the Groups activities, please refer to the Strategic Report within the Parent Company, Care Tree Holding Ltd, which may be obtained from the Registrar of Companies for England & Wales.


This report was approved by the board and signed on its behalf.



A R C De Changy
Director

Date: 18 July 2024

Page 1

 


CARE TREE MIDCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

Directors

The directors who served during the year were:

A R C De Changy 
B J Duplat 
S T Foxall-Smith (appointed 4 January 2023)
M H Lefebvre (appointed 4 January 2023)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 2

 


CARE TREE MIDCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





A R C De Changy
Director

Date: 18 July 2024

Page 3

 


CARE TREE MIDCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARE TREE MIDCO LIMITED

Opinion


We have audited the financial statements of Care Tree Midco Limited (the 'Company') for the year ended 31 December 2023, which comprise the Income statement, the Statement of financial position and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its result 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 4

 


CARE TREE MIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARE TREE MIDCO LIMITED (CONTINUED)

Opinion on other matters 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 the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the 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 the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 


CARE TREE MIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARE TREE MIDCO LIMITED (CONTINUED)

Auditors' 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 Auditors' 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.


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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, and general regulations such as health and safety. There are no industry specific laws and regulations which would be deemed to have a significant impact on the financial statements. We assessed the extent of compliance with the appropriate laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area. 
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
-  Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
-  Challenging assumptions and judgments made by management in its significant accounting estimates; and
-  Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
-  Posting of unusual journals and complex transactions. 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.


Page 6

 


CARE TREE MIDCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARE TREE MIDCO LIMITED (CONTINUED)




Andrew Galliers (FCA) (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
3000a Parkway
Whiteley
Hampshire
PO15 7FX

23 July 2024
Page 7

 


CARE TREE MIDCO LIMITED
 


 
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.

Page 8

 


CARE TREE MIDCO LIMITED
REGISTERED NUMBER:13638829



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Investments
 5 
35,000,000
25,000,000

  
35,000,000
25,000,000

Current assets
  

Debtors: amounts falling due within one year
  
10,000,000
-

  
10,000,000
-

Creditors: amounts falling due within one year
  
(10,000,000)
-

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
35,000,000
25,000,000

  

  

  

Net assets
  
35,000,000
25,000,000


Capital and reserves
  

Called up share capital 
 8 
35,000,000
25,000,000

  
35,000,000
25,000,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A R C De Changy
Director

Date: 18 July 2024

The notes on pages 10 to 13 form part of these financial statements.

Page 9

 


CARE TREE MIDCO LIMITED
 


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

1.


General information

Care Tree Midco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office can be found on the Company Information page.
The prior year figures are presented for a 15 month period and are therefore not entirely comparable to the current year figures.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

This information is included in the consolidated financial statements of Care Tree Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House..

 
2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.5

Financial instruments


The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Page 10

 


CARE TREE MIDCO LIMITED
 


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

2.Accounting policies (continued)


2.5
Financial instruments (continued)

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.


3.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
1,325
1,250
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 11

 


CARE TREE MIDCO LIMITED
 


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

4.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
4
4


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
25,000,000


Additions
10,000,000



At 31 December 2023
35,000,000





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Care Tree Invest Limited
1st Floor, 1 Lakeside Headlands Business Park, Salisbury Road, Blashford Ringwood, BH24 3PB
Ordinary
100%

Page 12

 


CARE TREE MIDCO LIMITED
 


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

6.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
10,000,000
-

10,000,000
-



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
10,000,000
-

10,000,000
-



8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



35,000,000 (2022 - 25,000,000) Ordinary shares of £1.00 each
35,000,000
25,000,000


During the period 10,000,000 ordinary shares were issued at £1 each in a share.


9.


Controlling party

The company's immediate and ultimate parent undertaking is Care Tree Holdings Ltd, a company incorporated in England and Wales ad whose registered office is 1st Floor, 1 Lakeside Headlands Business Park, Salisbury Road, Blashford, Ringwood, United Kingdom, BH23 3PB. 
Copies of group financial statements may be obtained from the Registrar of Companies for England & Wales.

Page 13