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Registration number: 11517169

Venturi Healthcare Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

Venturi Healthcare Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 10

Consolidated Profit and Loss Account

11

Consolidated Statement of Comprehensive Income

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 33

 

Venturi Healthcare Limited

Company Information

Directors

T Bertani

G Giacomelli

G G Loria

P Giacomelli

Registered office

20 York Street
Manchester
M2 3BB

Auditors

Williamson & Croft Audit Ltd
Statutory Auditor
York House
20 York Street
Manchester
M2 3BB

 

Venturi Healthcare Limited

Strategic Report for the Year Ended 31 December 2023

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

Principal activity

The principal activity of the group is that of the provision of residential and nursing care. The principal activity of the company is that of an investment holding company.

Fair review of the business

In August 2018 Venturi Healthcare Limited purchased 100% of the shares of seven companies operating one care home each. Since acquisition Venturi Healthcare Limited has implemented management structures, procedures and policies which are designed to improve the standard of care for all our residents, to create a better working environment for our staff, and to become a reliable service provider for all our stakeholders.

On 27 February 2023 one of these subsidiary companies, Rivington Park Care Home Limited, was sold to a 3rd party realising a loss on disposal of the property from which the care home operated and other fixed assets of £98,160 (included within operating profit on the income statement) and a profit of £522,227 on the disposal of the trade and other assets of the subsidiary company after costs.

As at 31 December 2023 the Directors regard Nepos UK Limited, a company registered in England and Wales, as the parent company. The ultimate parent company of the group was Nepos SPA, a company incorporated in Italy.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2023

2022

Turnover

£

12,314,422

11,381,503

Operating profit

£

657,133

142,991

Occupancy: Average occupancy has been 92.34% (31 December 2022: 89.0%) across the group for the financial year ending in December 2023.

Principal risks and uncertainties

Venturi Healthcare Limited has procedures designed to controlling the risks associated with the environment in which it operates.

The material risks affecting the Company through it's subsidiaries and the means by which they are managed are shown below.

 

Venturi Healthcare Limited

Strategic Report for the Year Ended 31 December 2023

Financial risks

Payroll pressure and reliance on agency staff
Mitigation: the company actively monitors the agency usage of its subsidiaries. Alternative sources of care staff are continually investigated and in 2022 the group obtained the Skilled Worker Sponsor licence from the Home Office, to hire care staff outside the UK. In 2023 the group continued to recruit care staff from outside the UK, which proved crucial in mitigating the staffing crisis experienced in the UK in 2022. Moreover, in 2023 the group adopted digital rewarding platform for all employees, with the aim of increasing the ability to retain staff.

The financial budget carefully plans for the National Minimum Wage and the National Living Wage increase and the impact on cash flow and profitability.

Increased energy cost
Mitigation: Whilst most of the care homes owned by the Group are on fixed tariff contracts for most of 2023, the directors are focused on creating a long-term investment plan to upgrade the lighting and heating systems, as well as modernise the laundry and kitchen appliances across the group to reduce the overall consumption of gas and power.

Access to external sources of finance
Mitigation: the Directors continue to focus on developing relationships with financial institutions to access additional sources of finance. The Company financial structure is appropriate and the turnaround of the group can be considered complete. Additional finance will be needed to expand the business by acquiring established care homes.

Death rate
The Company management continues to focus on its strong relations with the local authorities, hospitals and care commissioners to minimise the impact on occupancy during the annual winter deaths that are on average higher than in other periods of the year.

Business and operational risks

The senior management team recognises that there are several risks to which the group will be exposed for several months:

Regulatory risks:
The regulation is rapidly changing to increase the infection prevention measures in the business and this may result in a higher level of capex and operative expenses going forward. At Venturi Healthcare we pride ourselves on being at the forefront of infection prevention procedures and we believe we can easily adapt to be fully compliant with the upcoming regulations.

Staffing:
The management team believes that the pandemic and exit of the UK from the European Union has had a negative effect on staffing, reducing the number of workers interested in a career in care. Recruiting outside of the UK in addition to new training programs and career paths introduced by the company in 2022 and continued in 2023 have helped attracting and retaining talents.

As of the time of writing this report, the overall vacancies across the group are 70% lower than the average of 2022, with a positive outlook for the rest of 2024.

 

Venturi Healthcare Limited

Strategic Report for the Year Ended 31 December 2023

Approved and authorised by the Board on 19 July 2024 and signed on its behalf by:
 

.........................................
G G Loria
Director

 

Venturi Healthcare Limited

Directors' Report for the Year Ended 31 December 2023

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

Directors of the group

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

F J McGuinness (ceased 13 March 2023)

T Bertani

G Giacomelli

G G Loria

P Giacomelli

Information included in the Strategic Report

The Group has chosen, in accordance with Companies Act 2006, s.141C (11), to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch.7 to be contained in the Directors' Report.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Disclosure of information to the auditor

Each director has taken 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

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Williamson & Croft Audit Ltd as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

 

Venturi Healthcare Limited

Directors' Report for the Year Ended 31 December 2023

Approved and authorised by the Board on 19 July 2024 and signed on its behalf by:
 

.........................................
G G Loria
Director

 

Venturi Healthcare Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

 

Venturi Healthcare Limited

Independent Auditor's Report to the Members of Venturi Healthcare Limited

Opinion

We have audited the financial statements of Venturi Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, 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 December 2023 and of the group's profit 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 director's 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.

 

Venturi Healthcare Limited

Independent Auditor's Report to the Members of Venturi Healthcare Limited

Opinion on other matter prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 7], 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.

Auditor Responsibilities for the audit of the financial statements

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

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company through discussions with management and determined that the most significant are the Companies Act 2006, Care Quality Commission regulations, Fire Safety regulations, GDPR, Employment Law and General Health and Safety Regulations.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the documented policies and procedures, legal costs incurred during the period, reports from regulators and discussions with the Board of Directors and key management personnel.

 

Venturi Healthcare Limited

Independent Auditor's Report to the Members of Venturi Healthcare Limited

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We assessed this risk as low due to oversight by management and by the Board of Directors as well as by management of entities holding controlling interests in the parent company.

We have reviewed the group and parent company’s control environment and assessed that it is adequate for an entity of its size and nature.

We designed our audit testing to review the presumed risk under ISA (UK and Ireland) 240 that that revenue may be misstated due to the improper recognition of revenue and that management over-ride of controls is present in all entities.

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.

......................................
Tor Stringfellow FCA (Senior Statutory Auditor)
For and on behalf of Williamson & Croft Audit Ltd, Statutory Auditor

York House
20 York Street
Manchester
M2 3BB

19 July 2024

 

Venturi Healthcare Limited

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

Note

Continuing operations
2023
£

Discontinued operations
2023
£

Total
2023
£

Continuing operations
2022
£

Discontinued operations
2022
£

Total
2022
£

Turnover

3

12,142,723

171,719

12,314,442

10,419,915

961,588

11,381,503

Cost of sales

 

(9,467,651)

(104,779)

(9,572,430)

(9,081,972)

(800,922)

(9,882,894)

Gross profit

 

2,675,072

66,940

2,742,012

1,337,943

160,666

1,498,609

Administrative expenses

 

(2,063,250)

(117,905)

(2,181,155)

(1,652,797)

(196,450)

(1,849,247)

Other operating income

4

118,431

-

118,431

477,489

16,140

493,629

Operating profit/(loss)

6

730,253

(50,965)

679,288

162,635

(19,644)

142,991

Profit on disposal of operations

 

-

522,227

522,227

-

-

-

Other interest receivable and similar income

494

-

494

-

-

-

Interest payable and similar expenses

(250,377)

-

(250,377)

(287,847)

-

(287,847)

 

(249,883)

-

(249,883)

(287,847)

-

(287,847)

Profit/(loss) before tax

 

480,370

471,262

951,632

(125,212)

(19,644)

(144,856)

Tax on profit/(loss)

12

308,835

-

308,835

113,777

-

113,777

Profit/(loss) for the financial year

 

789,205

471,262

1,260,467

(11,435)

(19,644)

(31,079)

Profit/(loss) attributable to:

 

Owners of the company

 

789,205

471,262

1,260,467

(11,435)

(19,644)

(31,079)

The group has no recognised gains or losses for the year other than the results above.

 

Venturi Healthcare Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Profit/(loss) for the year

1,260,467

(31,079)

Total comprehensive income for the year

1,260,467

(31,079)

Total comprehensive income attributable to:

Owners of the company

1,260,467

(31,079)

 

Venturi Healthcare Limited

(Registration number: 11517169)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

13

428,768

527,207

Tangible assets

14

7,319,970

8,055,242

 

7,748,738

8,582,449

Current assets

 

Stocks

17

-

7,838

Debtors

18

1,034,303

937,824

Cash at bank and in hand

 

973,993

1,004,128

 

2,008,296

1,949,790

Creditors: Amounts falling due within one year

19

(2,416,609)

(3,046,108)

Net current liabilities

 

(408,313)

(1,096,318)

Total assets less current liabilities

 

7,340,425

7,486,131

Creditors: Amounts falling due after more than one year

19

(5,850,768)

(7,256,941)

Net assets

 

1,489,657

229,190

Capital and reserves

 

Called up share capital

21

100

100

Retained earnings

1,489,557

229,090

Equity attributable to owners of the company

 

1,489,657

229,190

Shareholders' funds

 

1,489,657

229,190

Approved and authorised by the Board on 19 July 2024 and signed on its behalf by:
 

.........................................
G G Loria
Director

 

Venturi Healthcare Limited

(Registration number: 11517169)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

15

2,950,297

2,980,097

Current assets

 

Debtors

18

3,776,612

4,706,609

Cash at bank and in hand

 

305,073

309,808

 

4,081,685

5,016,417

Creditors: Amounts falling due within one year

19

(314,871)

(292,422)

Net current assets

 

3,766,814

4,723,995

Total assets less current liabilities

 

6,717,111

7,704,092

Creditors: Amounts falling due after more than one year

19

(5,850,768)

(7,256,941)

Net assets

 

866,343

447,151

Capital and reserves

 

Called up share capital

21

100

100

Retained earnings

866,243

447,051

Shareholders' funds

 

866,343

447,151

The company made a profit after tax for the financial year of £419,192 (2022 - profit of £183,969).

Approved and authorised by the Board on 19 July 2024 and signed on its behalf by:
 

.........................................
G G Loria
Director

 

Venturi Healthcare Limited

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

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 January 2023

100

229,090

229,190

229,190

Profit for the year

-

1,260,467

1,260,467

1,260,467

At 31 December 2023

100

1,489,557

1,489,657

1,489,657


 

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 January 2022

100

260,169

260,269

260,269

Loss for the year

-

(31,079)

(31,079)

(31,079)

At 31 December 2022

100

229,090

229,190

229,190

 

Venturi Healthcare Limited

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

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

100

447,051

447,151

Profit for the year

-

419,192

419,192

At 31 December 2023

100

866,243

866,343


 

Share capital
£

Retained earnings
£

Total
£

At 1 January 2022

100

263,082

263,182

Profit for the year

-

183,969

183,969

At 31 December 2022

100

447,051

447,151


 

 

Venturi Healthcare Limited

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

Note

2023
£

2022
£

Cash flows from operating activities

Profit/(loss) for the year

 

1,260,467

(31,079)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

441,592

425,582

Loss on disposal of tangible assets

5

98,160

250

Finance income

7

(494)

-

Finance costs

8

250,377

287,847

Income tax expense

12

(308,835)

(113,777)

 

1,741,267

568,823

Working capital adjustments

 

Decrease in stocks

17

7,838

-

Decrease in debtors

18

150,972

265,880

(Decrease)/increase in creditors

19

(629,499)

30,864

Cash generated from operations

 

1,270,578

865,567

Income taxes received

12

61,385

940

Net cash flow from operating activities

 

1,331,963

866,507

Cash flows from investing activities

 

Interest received

494

-

Acquisitions of tangible assets

(108,202)

(265,433)

Proceeds from sale of tangible assets

 

396,888

(250)

Proceeds from sale of intangible assets

 

5,272

-

Net cash flows from investing activities

 

294,452

(265,683)

Cash flows from financing activities

 

Interest paid

8

(250,377)

(287,847)

Repayment of other borrowing

 

(1,406,173)

(143,059)

Net cash flows from financing activities

 

(1,656,550)

(430,906)

Net (decrease)/increase in cash and cash equivalents

 

(30,135)

169,918

Cash and cash equivalents at 1 January

 

1,004,128

834,210

Cash and cash equivalents at 31 December

 

973,993

1,004,128

 

Venturi Healthcare Limited

Notes to the Financial Statements for the Year Ended 31 December 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:
20 York Street
Manchester
M2 3BB
United Kingdom

These financial statements were authorised for issue by the Board on 19 July 2024.

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 that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling which is the functional currency of the company.

 

Venturi Healthcare Limited

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

Departure from requirements of FRS 102

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

Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;

Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

Section 33 'Related Party Disclosures' - Compensation for key management personnel.

Basis of consolidation

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

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £419,192 (2022 - profit of £183,969).

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

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

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

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

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

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

 

Venturi Healthcare Limited

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

Going concern

The directors consider that the group has sufficient cash resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements based on the continued financial support from its ultimate parent undertaking Nepos SPA, based in Italy, if required. Taking all of the above into account, the directors are satisfied that the company and group have adequate resources to continue in operational existence for the foreseeable future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the group and company not continue as a going concern.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of nursing and personal care services in the ordinary course of the group’s activities. Turnover is shown net of rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Turnover is recognised when care services are provided.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change 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.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet 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

2% straight line

Plant and machinery

20% straight line

Fixtures and fittings

20% straight line

 

Venturi Healthcare Limited

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

Motor vehicles

20% straight line

Business combinations

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

Goodwill

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

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

10 years straight line

Investments

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

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

Cash and cash equivalents

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

Trade debtors

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

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. 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 receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Stocks represents consumables used in the care home.

 

Venturi Healthcare Limited

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

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 subsequently measured at amortised cost using the effective interest method.

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.

Judgements and key sources of estimation uncertainty

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

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

Key judgements used in the preparation of these consolidated financial statements are:

Management estimate regarding trade debtor recoverability and the level of bad debt provision required is a key judgement area due to the nature of the group's customers; and

Management estimate of the useful economic life of goodwill which has been assessed as 10 years.

3

Turnover

Turnover is derived from one class of business, residential care, and is entirely within the United Kingdom.

4

Other operating income

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

 

Venturi Healthcare Limited

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

2023
£

2022
£

Government grants

14,364

493,629

Insurance claims

9,067

-

Other operating income

95,000

-

118,431

493,629

5

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2023
£

2022
£

Loss on disposal of tangible assets

(98,160)

(250)

 

Venturi Healthcare Limited

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

6

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

348,425

331,474

Amortisation expense

93,167

94,108

Loss on disposal of property, plant and equipment

98,160

250

7

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

494

-

8

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

4,157

-

Interest payable to group undertakings

246,220

287,847

250,377

287,847

9

Staff costs

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

2023
£

2022
£

Wages and salaries

6,519,688

5,805,196

Social security costs

512,155

461,491

Pension costs, defined contribution scheme

107,111

93,100

Other employee expense

32,688

10,995

7,171,642

6,370,782

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 support

323

310

323

310

 

Venturi Healthcare Limited

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

10

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

91,637

174,634

Contributions paid to money purchase schemes

1,321

2,312

92,958

176,946

11

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

2,080

3,000

Audit of the financial statements of subsidiaries of the company pursuant to legislation

11,700

12,000

13,780

15,000

Other fees to auditors

Taxation compliance services

2,520

3,600

All other non-audit services

8,700

9,120

11,220

12,720


 

12

Taxation

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

2023
£

2022
£

Current taxation

UK corporation tax

(61,385)

(940)

Deferred taxation

Arising from origination and reversal of timing differences

(247,450)

(112,837)

Tax receipt in the income statement

(308,835)

(113,777)

 

Venturi Healthcare Limited

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

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit/(loss) before tax

951,632

(144,856)

Corporation tax at standard rate

223,824

(27,523)

Tax increase from effect of capital allowances and depreciation

78,642

9,874

Effect of revenues exempt from taxation

(122,828)

-

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

22,061

21,504

Decrease from tax losses for which no deferred tax asset was recognised

(201,699)

(3,855)

Tax decrease arising from group relief

(61,385)

(940)

Deferred tax credit from unrecognised temporary difference from a prior period

(247,450)

(112,837)

Total tax credit

(308,835)

(113,777)

For financial years beginning on or after 1 April 2023, the corporation tax rate was increased to 25% for profits over £250,000. A small profits rate (SPR) was also introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by marginal relief.

In the current period, an effective tax rate of 23.52% was therefore applicable due to the change in tax rates being implemented during the period.

The group has trading tax losses carried forward of £1441,151 (2022: £2,635,284).

A deferred tax asset of £360,288 (2022: £112,837) has been recognised in respect of tax losses which are reasonably expected to be utilised in future financial periods based on reported and forecast profits.

 

Venturi Healthcare Limited

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

13

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

941,081

941,081

Disposals

(9,411)

(9,411)

At 31 December 2023

931,670

931,670

Amortisation

At 1 January 2023

413,874

413,874

Amortisation charge

93,167

93,167

Amortisation eliminated on disposals

(4,139)

(4,139)

At 31 December 2023

502,902

502,902

Carrying amount

At 31 December 2023

428,768

428,768

At 31 December 2022

527,207

527,207

 

Venturi Healthcare Limited

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

14

Tangible assets

Group

Land and buildings
£

Motor vehicles
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 January 2023

7,864,860

42,800

1,172,245

9,079,905

Additions

-

-

108,202

108,202

Disposals

(475,000)

-

(113,507)

(588,507)

At 31 December 2023

7,389,860

42,800

1,166,940

8,599,600

Depreciation

At 1 January 2023

522,468

25,680

476,515

1,024,663

Charge for the year

116,537

8,560

223,329

348,426

Eliminated on disposal

(18,640)

-

(74,819)

(93,459)

At 31 December 2023

620,365

34,240

625,025

1,279,630

Carrying amount

At 31 December 2023

6,769,495

8,560

541,915

7,319,970

At 31 December 2022

7,342,392

17,120

695,730

8,055,242

Included within the net book value of land and buildings above is £6,769,495 (2022 - £7,342,391) in respect of freehold land and buildings.
 

15

Investments

Company

2023
£

2022
£

Investments in subsidiaries

2,950,297

2,980,097

Subsidiaries

£

Cost or valuation

At 1 January 2023

2,980,097

Disposals

(29,800)

At 31 December 2023

2,950,297

Provision

Carrying amount

At 31 December 2023

2,950,297

At 31 December 2022

2,980,097

 

Venturi Healthcare Limited

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

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

Barrisle Care Home Limited

England and Wales

Ordinary

100%

100%

Blair House Care Home Limited

England and Wales

Ordinary

100%

100%

Byron Court Care Home Limited

England and Wales

Ordinary

100%

100%

Mother Redcaps Care Home Limited

England and Wales

Ordinary

100%

100%

Newco Southport Limited

England and Wales

Ordinary

100%

100%

Ringway Mews Limited

England and Wales

Ordinary

100%

100%

Rivington Park Care Home Limited

England and Wales

Ordinary

0%

100%

Victoria Care Home (Burnley) Limited

England and Wales

Ordinary

100%

100%

 

Venturi Healthcare Limited

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


Subsidiary undertakings

Barrisle Care Home Limited
The principal activity of Barrisle Care Home Limited is Residential & Nursing care. Barrisle Care Home Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Blair House Care Home Limited
The principal activity of Blair House Care Home Limited is Residential & Nursing care. Blair House Care Home Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Byron Court Care Home Limited
The principal activity of Byron Court Care Home Limited is Residential & Nursing care. Byron Court Care Home Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Mother Redcaps Care Home Limited
The principal activity of Mother Redcaps Care Home Limited is Residential & Nursing care. Mother Redcaps Care Home Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Newco Southport Limited
The principal activity of Newco Southport Limited is Residential & Nursing care. Newco Southport Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.

Ringway Mews Limited
The principal activity of Ringway Mews Limited is that of a dormant company. Ringway Mews Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 480 of that Act.

Rivington Park Care Home Limited
The principal activity of Rivington Park Care Home Limited is Residential & Nursing care.

Victoria Care Home (Burnley) Limited
The principal activity of Victoria Care Home (Burnley) Limited is Residential & Nursing care. Victoria Care Home (Burnley) Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
 

16

Disposals

On 27 February 2023, the group disposed of its interest in Rivington Park Care Home Limited. The gain/(loss) on disposal of Rivington Park Care Home Limited was £522,227. Rivington Park Care Home Limited contributed £471,262 to the group profit/(loss), consisting of the gain on disposal in addition to operating profits of £47,195 for the two months up to disposal less a loss of £98,160 on the disposal of the freehold property and other tangible assets of the company.

 

Venturi Healthcare Limited

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

17

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Raw materials and consumables

-

7,838

-

-

18

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

557,625

753,006

-

-

Amounts owed by group undertakings

23

-

-

3,776,612

4,706,609

Prepayments and accrued income

 

116,390

71,981

-

-

Deferred tax assets

12

360,288

112,837

-

-

 

1,034,303

937,824

3,776,612

4,706,609

19

Creditors

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Due within one year

Trade creditors

721,861

1,051,477

-

-

Social security and other taxes

148,576

124,709

-

-

Other payables

902,305

1,107,273

-

4,575

Accruals and deferred income

643,867

762,649

314,871

287,847

2,416,609

3,046,108

314,871

292,422

Due after one year

Amounts owed to group undertakings

5,850,768

7,256,941

5,850,768

7,256,941

 

Venturi Healthcare Limited

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

The long-term loans are unsecured.

The loans include a non interest bearing loan of £1,500,000 repayable in 60 months from the day of disbursement to Nepos UK Limited and which was, therefore, originally repayable on 15 August 2023.

The loans also include a loan of £4,350,768 (2022: £5,756,941) due to Nepos UK Limited which had an initial drawdown of £6,506,100, bearing interest of 5% and originally repayable in 48 equal monthly instalments of £135,544 from 15 September 2019 to 15 August 2023.

Due to the impact of COVID-19, Nepos UK Limited agreed to receive interest only payments until the end of 2022 and subsequently voluntary repayments for 2023/2024. On this basis, all amounts owed to Nepos UK Limited are included within creditors due after one year.

Amounts of £1,406,173 (2022: £143,059) were repaid to Nepos UK Limited in the year ended 31 December 2023.

20

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 £107,111 (2022 - £93,099).

21

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

       

22

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

23,342

5,220

Later than one year and not later than five years

30,313

20,881

53,655

26,101

The amount of non-cancellable operating lease payments recognised as an expense during the year was £41,267 (2022 - £20,881).

 

Venturi Healthcare Limited

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

23

Related party transactions

Group

The company has taken the exemption available under FRS 102 from disclosing transactions with wholly owned members of the group which are eliminated on consolidation within these financial statements.

The key management of the group and company are considered to be the Directors and their remuneration is disclosed in Note 10.

During the period, the parent company of Venturi Healthcare Limited, Nepos UK Limited, charged interest of £246,220 (2022: £287,847) to the group and company.

The terms and balances of the outstanding loans owed to Nepos UK Limited are detailed in Note 19.

24

Parent and ultimate parent undertaking

The company's immediate parent is Nepos UK Limited, incorporated in England & Wales.

 The ultimate parent is Nepos Spa, incorporated in Italy.