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Registered number: 14263876










SELBA CARE LTD
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

 
SELBA CARE LTD
 

COMPANY INFORMATION


Directors
Mr L Baten (appointed 29 July 2022, resigned 13 August 2023)
Mr S Le Cam (appointed 29 July 2022)




Registered number
14263876



Registered office
84 Brook Street
London

W1K 5EH




Independent auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14 City Quay

Dundee

DD1 3JA





 
SELBA CARE LTD
 

CONTENTS



Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditors' report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19


 
SELBA CARE LTD
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Introduction
 
The director presents their strategic report for the period ended 30 September 2023.

Business review
 
The Company is a holding company and plans to remain so for the foreseeable future. During the period the Company acquired the Balhousie Care Group by purchasing the entire share capital of Balhousie Holdings Limited. 
The principal activity of the Balhousie Care Group is the provision of care services including personal care for frail, elderly, nursing care, dementia care, learning disability support, mental health care, support and care for physically disabled adults, palliative care and Huntington’s care. 

Principal risks and uncertainties
 
The directors are responsible for risk assessment and management within the group. The main risks associated with the Group’s financial assets and liabilities are set out below:
Financial Risks
The Company holds bank borrowing on behalf of the Group and is therefore exposed to interest rate fluctuations. The Group aims to mitigate risk by managing cash generated by its operations, and reviews the risk of interest rate fluctuations with input from external interest rate advisors.
The continued provision of banking facilities to the Group is subject to compliance with financial covenants. Should financial performance deteriorate, the Group could breach those covenants which may have a material impact on the continued availability of the banking facilities. Covenant compliance is monitored on a monthly basis.
 
The Group's credit risk is managed by invoicing in advance whenever possible to private residents and ensuring that all sales invoices are raised timeously. Appropriate credit control procedures are followed for all operations. Credit risk is also reduced by being in the advantageous position of having a significant level of income generated through local government across a variety of local authorities.    
Operational risks
The Group’s services are regulated by the Care Inspectorate which has significant enforcement powers against operators who do not comply with statutory requirements. Operational risk is managed by care home managers and the Group’s Operational Support Team. This is monitored internally by management, internal quality controls and externally by regular unannounced inspections by the Care Inspectorate. The Care Inspectorate are moving towards a more regular inspection routine and will once again inspect the homes at least annually and provide feedback on any potential areas for improvement which is then implemented by the operations team under the guidance of the Group’s Operations and Quality Directors.

Financial key performance indicators
 
Given the nature of the business, the Company's director is of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business. 

Corporate governance
 
The Group operates Care Governance and Audit & Remuneration Committees that provide oversight on key care quality, remuneration and audit issues impacting on the business.

Page 1

 
SELBA CARE LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Director's statement of compliance with duty to promote the success of the Company
 
The Director considers that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year.
In doing so, section 172 requires a director to have regard, amongst other matters, to:
a) The likely consequences of any decision in the long term, 
b) The interests of the Company’s employees, 
c) The need to foster the Company’s business relationships with suppliers, customers and others, 
d) The impact of the Company’s operations on the community and the environment, 
e) The desirability of the Company maintaining a reputation for high standards of business conduct, and 
f) The need to act fairly as between members of the Company.
Consequences of decisions
The director promotes a strong culture of governance and continues to monitor the operational and financial performance of the Company.
Engagement with employees
The directors were the only employees of the Company and therefore there is nothing to report in this regard.
Engagement with suppliers, customers and others
The Company does not have any customers or suppliers therefore there is nothing to report in this regard.
Community and environment
The Company operates as part of the community and the environmental impact is considered when making business decisions and actions taken with the most favourable environmental outcome are taken wherever possible.
High standard of conduct
The high standard of conduct is ensured by the continuous internal monitoring by the Group's Operational team.
Act fairly between members
At Group level the Senior Leadership team have implemented regular meetings with Department Heads, Operational teams and Home Managers. 
Further detail on Group compliance with s172 of the Act can be found in the consolidated accounts of Selba Ventures Ltd. 


This report was approved by the board o 17 September 2024 and signed on its behalf.



Mr S Le Cam
Director

Page 2

 
SELBA CARE LTD
 

 
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

The director presents his report and the financial statements for the period ended 30 September 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The profit for the period, after taxation, amounted to £5,045k.

A dividend of £5,045k was paid during the period to Selba Ltd.

Directors

The directors who served during the period were:

Mr L Baten (appointed 29 July 2022, resigned 13 August 2023)
Mr S Le Cam (appointed 29 July 2022)

Future developments

The Group is undertaking a program of investment to develop new nursing and specialist care facilities over the next three years, as well as refurbishment and extensions to existing facilities.

Page 3

 
SELBA CARE LTD
 

 
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Disclosure of information to auditors

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

 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

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 17 September 2024 and signed on its behalf.
 





Mr S Le Cam
Director

Page 4

 
SELBA CARE LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA CARE LTD
 

Opinion


We have audited the financial statements of Selba Care Ltd (the 'Company') for the period ended 30 September 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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 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 Company's affairs as at 30 September 2023 and of its profit for the period 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.


Material uncertainty related to going concern


We draw attention to note 2.4 in the financial statements, which indicates that there is a material uncertainty relating to going concern due to the continued breaches of loan covenants. The Group relies on these loans to allow them to continue to operate. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the director's assessment of the Company's ability to continue to adopt the going concern basis of accounting included consideration of post year end trading, and the director's proposed solution to resolve the covenant breaches.


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


Page 5

 
SELBA CARE LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA CARE LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.


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 Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Director's 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 Director's 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 director's 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 Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
SELBA CARE LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA CARE LTD (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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above 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 would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


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.





Douglas Rae (Senior statutory auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Chartered Accountants & Statutory Auditors
  
14 City Quay
Dundee
DD1 3JA

20 September 2024
Page 7

 
SELBA CARE LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2023
£000

  

Administrative expenses
  
(190)

Operating (loss)/profit
  
(190)

Income from fixed assets investments
  
9,364

Interest payable and similar expenses
  
(4,129)

Profit before tax
  
5,045

Profit for the financial period
  
5,045

The notes on pages 11 to 19 form part of these financial statements.

Page 8

 
SELBA CARE LTD
REGISTERED NUMBER: 14263876

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
£000

Fixed assets
  

Investments
 10 
117,629

  
117,629

Current assets
  

Debtors: amounts falling due within one year
 11 
5,320

  
5,320

Creditors: amounts falling due within one year
 12 
(122,949)

Net current (liabilities)/assets
  
 
 
(117,629)

Total assets less current liabilities
  
-

  

Net assets
  
-


Capital and reserves
  

  
-


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2024.




Mr S Le Cam
Director

The notes on pages 11 to 19 form part of these financial statements.

Page 9

 
SELBA CARE LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023


Profit and loss account
Total equity

£000
£000


Comprehensive income for the period

Profit for the period
5,045
5,045


Contributions by and distributions to owners

Dividends: Equity capital
(5,045)
(5,045)


At 30 September 2023
-
-

The notes on pages 11 to 19 form part of these financial statements.

Page 10

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

1.


General information

Selba Care Ltd is a private company limited by shares and incorporated in England. The registered office is 84 Brook Street, London, W1K 5EH.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The functional and presentational currency of the Group is GBP sterling (£). The balances reported in the accounts have been rounded to the nearest thousand.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Selba Ventures Ltd as at 30 September 2023 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Going concern

Due to continued breaches of loan covenants, the director acknowledges the material uncertainty regarding going concern. At the date of signing the financial statements, despite not having a confirmed agreement in place, the director has a proposed solution and is confident that this will be agreed and resolve the current covenant breaches going forward. 

Page 11

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

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

 
2.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Investment valuations
Investments in subsidiary undertakings are included at cost. A review of the carrying value is undertaken at each balance sheet date and any permanent diminution in value adjusted accordingly.


4.


Auditors' remuneration

2023
£000

Fees payable to the Company's auditors and their associates in respect of:

The audit of the Company's annual financial statements
13

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 12

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

5.


Employees



The average monthly number of employees, including the director, during the period was as follows:


        2023
            No.






Directors
2

There were no staff costs incurred by the Company during the period.


6.


Income from investments

2023
£000



Dividends received from unlisted investments
(9,364)

(9,364)



7.


Interest payable and similar expenses

2023
£000


Bank interest payable
4,129

4,129

Page 13

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

8.


Taxation



Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 21.56%. The differences are explained below:

2023
£000


Profit on ordinary activities before tax
5,045


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.56%
1,088

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
28

Non-taxable income
(2,019)

Unrelieved tax losses carried forward
320

Group relief
583

Total tax charge for the period
-

The corporation tax rate increased from 19% to 25% with effect from 1 April 2023.


Factors that may affect future tax charges

The only factors affecting tax charges are those imposed by HMRC.


9.


Dividends

2023
£000


Dividends paid
5,045

5,045

Page 14

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

10.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


Additions
117,629



At 30 September 2023
117,629




The Company acquired 100% of the share capital in Balhousie Holdings Limited during the period.  
In the opinion of the director, the realisable value of the unlisted investments, as noted above, is not less then their carrying value.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Balhousie Holdings Limited
Scotland
Ordinary
100%
Balhousie Care Limited
Scotland
Ordinary
100%
Advanced Specialist Care Limited
Scotland
Ordinary
100%

Balhousie Holdings Limited is a direct subsidiary of the Company, the other subsidiaries noted above are held indirectly. 
The registered address of all subsidiary companies is Balhousie Care Group, Earn House, Lamberkine Drive, Perth, PH1 1RA. 

Page 15

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

11.


Debtors

2023
£000


Amounts owed by group undertakings
4,968

Prepayments and accrued income
352

5,320



12.


Creditors: Amounts falling due within one year

2023
£000

Bank loans
55,100

Amounts owed to group undertakings
67,731

Accruals and deferred income
118

122,949


The bank borrowings are secured by standard securities over properties held within the subsidiary companies, and by fixed and floating charges over the properties and undertakings of the Company and it's subsidiaries.
Selba Care Ltd agreed two long term loan facilities with National Westminster Bank PLC ("NatWest") during the period - Term Loan A and Term Loan B. 
Term Loan A was secured for £14.5m and was drawn down on 21 September 2022 with a completion date in June 2027. Loan A is subject to quarterly instalments and interest is charged on the loan at a  variable interest rate of 2.75% plus NatWest’s base rate. At the balance sheet date the loan has a carrying amount of £11.6m.
Term Loan B was secured for £43.5m was drawn down on 21 September 2022 with a completion date in June 2027. Loan B is subject to a bullet repayment at the end of the term and interest is charged on the loan at a variable interest rate of 3.25% plus NatWest’s base rate. At the balance sheet date the loan has a carrying amount of £43.5m.
The carrying amount of the bank loans have been classified as due within one year owing to the uncertainty over whether the bank may recall these due to continued breaches discussed in the audit report. 
Security 
National Westminster Bank PLC holds a fixed standard security over the fixed asset properties of the Group and a floating charge over the assets of the Group.

Page 16

 
SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

13.


Share capital

2023
£
Allotted, called up and fully paid


1 Ordinary share of £1.00
1


One Ordinary share was allotted on incorporation of the Company on 29 July 2022. The nominal value of the share is £1.00 and this is equivalent to the consideration received.


14.


Reserves

Profit and loss account

Includes all current period retained profits and losses.

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SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

15.
 

Business combinations

In September 2022 Selba Care Ltd purchased the entire share capital of Balhousie Holdings Limited for an eterprise value of £110,861k. By purchasing the share capital the Company indirectly acquired the subsidiaries of Balhousie Holdings Limited, Balhousie Care Limited and Advanced Specialist Care Limited.
The acquisition accounting method was used to account for the business combination and resulted in the recognition of goodwill of £38,687k.

Acquisition of Balhousie Holdings Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
87,991
-
87,991

87,991
-
87,991

Current Assets

Stocks
35
-
35

Debtors
5,918
-
5,918

Cash at bank and in hand
4,881
-
4,881

Total Assets
98,825
-
98,825

Creditors

Due within one year
(7,139)
-
(7,139)

Due after more than one year
(9,844)
-
(9,844)

Total Identifiable net assets
81,842
-
81,842


Goodwill
38,687

Total purchase consideration
120,529

Consideration

£000


Cash
84,861

Debt instruments
26,000

Directly attributable costs
9,668

Total purchase consideration
120,529

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SELBA CARE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

15.Business combinations (continued)

Cash outflow on acquisition

£000


Purchase consideration settled in cash, as above
84,861

Directly attributable costs
9,668

94,529

Less: Cash and cash equivalents acquired
(4,881)

Net cash outflow on acquisition
89,648

The goodwill arising on acquisition is attributable to future trading and profits expected to be generated by the Group. Goodwill has been recognised at Group level and is therefore only brought into the consolidated accounts of Selba Ventures Ltd.

The results of Balhousie Holdings Limited since acquisition are as follows:

Current period since acquisition
£000

Turnover
54,076

Profit for the period since acquisition
6,424


16.


Related party transactions

The Company is a wholly owned subsidiary of Selba Ventures Ltd. Transactions between the Company and other wholly owned subsidiary companies of Selba Ventures Ltd are not disclosed as the Company has taken advantage of the exemption available under FRS102 33.1A "Related Party Disclosure" from disclosing such transactions.


17.


Controlling party

The immediate parent undertaking is Selba Ltd, a company incorporated in the United Kingdom. The ultimate parent undertaking is Zamoli Ventures AG, a company incorporated in Leichtenstein.
The parent undertaking of the largest group to consolidate these financial statements is Selba Ventures Ltd, a company incorporated in the United Kingdom.Copies of the Selba Ventures Ltd financial statements can be obtained from 84 Brook Street, London, England, WK1 5EH and are publicly available on Companies House.
The ultimate controlling party is The Olivetree Foundation, by virtue of the share ownership held in Zamoli Ventures AG. The registered address of The Olivetree Foundation is Bangarten 10, FL-9490 Vaduz, Leichtenstein


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