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Registered number: 14259422










SELBA VENTURES LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

 
SELBA VENTURES LTD
 

COMPANY INFORMATION


Directors
Mr L Baten (appointed 27 July 2022, resigned 13 August 2024)
Mr P A Cott (appointed 27 July 2022)
Mr S Le Cam (appointed 27 July 2022)




Registered number
14259422



Registered office
84 Brook Street
London

W1K 5EH




Independent auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14 City Quay

Dundee

DD1 3JA





 
SELBA VENTURES LTD
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 7
Independent auditors' report
8 - 10
Consolidated statement of comprehensive income
11
Consolidated statement of financial position
12
Company statement of financial position
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 38


 
SELBA VENTURES LTD
 

GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Introduction
 
The directors present their strategic report for the period ended 30 September 2023.

Principal activity

The Company is a holding company with an indirect investment in the Balhousie Care Group.
The principal activity of the 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. 

Business review
 
In September 2022 the entire share capital of Balhousie Holdings Limited was acquired by Selba Care Ltd, a wholly owned subsidiary of the Group. 
The Balhousie Care Group experienced a 5.99% increase in turnover from the year prior to acquisition, largely reflecting increased fee rates. Recruitment and retention of staff remain critical to the delivery of quality care, and the care sector as a whole continues to face challenges attracting and retaining high quality staff.  The use of agency staff and increases to staff wages has put pressure on margins. Steps to mitigate agency use were implemented within the year and this has resulted in agency costs decreasing in the period. Administration costs are closely monitored, however due to a new utility contract which started in September 2022 there was a significant increase in costs across the homes. 

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 Group holds bank and other loans 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 advisors. 
The provision of loans to the Group is subject to compliance with financial covenants. Should financial performance deteriorate, the breach of covenants may have a material impact on the continued availability of loan facilities. Covenant compliance is monitored on a monthly basis. 
The Group’s credit risk is managed by invoicing private residents in advance 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.

Page 1

 
SELBA VENTURES LTD
 

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

Financial key performance indicators
 
The Group has assessed their KPIs as:
• Occupancy Rates
• Average Fee Income per bed
• Care Quality Grades
• EBITDA % of Turnover
• Wages & Salaries % of Income
• Staff Turnover
In relation to KPIs, the Group is performing at or above regional sector averages when benchmarked to the sector.

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.

Directors' statement of compliance with duty to promote the success of the Group
 
The Board consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group 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 Group’s employees, 
c) The need to foster the Group’s business relationships with suppliers, customers and others, 
d) The impact of the Group’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 Board promotes a strong culture of governance and has installed, and continues to monitor, key performance indicators to increase the operational and financial performance of the Group.
Engagement with employees
The Group places a strong emphasis on ensuring the wellbeing of our employees and looks to share and communicate information to our staff using all possible means. This involves regular in house communications, staff meetings as well as monthly managers’ meetings and is designed to ensure that all staff are kept reasonably informed on all Group matters. The staff newsletter, “The Balhousie Buzz”, is a fortnightly publication, which is used as a communication tool, and a means of promoting the employee assistance programme and our staff benefits platform.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group and the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
 
Page 2

 
SELBA VENTURES LTD
 

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

Engagement with suppliers, customers and others
Our key customer is our residents and the monitoring of our compliance and Care Inspectorate ratings ensures we continue to provide a quality level of care. The Group's relationship with key business partners is integral to the success of the Group.
Community and environment
The Group operates as part of the community providing work and homes for many of the local people.  Initiatives across the Group to collaborate with the wider community are often in place particularly with local group activities, schools and nurseries.  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 Group meet the needs of our residents through continuous internal monitoring by the Operational team and through the Care Inspectorate to continuously improve the Care that is provided.
Act fairly between members
The Senior Leadership team have implemented regular meetings with Department Heads, Operational teams and Home Managers. Regularly visiting the homes and speaking with all staff.
 


This report was approved by the board on 18 September 2024 and signed on its behalf.



Mr P A Cott
Director

Page 3

 
SELBA VENTURES LTD
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

The directors present their report and the financial statements for the period ended 30 September 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £6,808k.

There were no dividends proposed or paid during the period.

Directors

The directors who served during the period were:

Mr L Baten (appointed 27 July 2022, resigned 13 August 2024)
Mr P A Cott (appointed 27 July 2022)
Mr S Le Cam (appointed 27 July 2022)

Page 4

 
SELBA VENTURES LTD
 

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


Environmental matters

The Group recognises the importance of its environmental responsibilities and monitors its impact on the environment by implementing any policies necessary to reduce any damage that might be caused by the Group's activities.
The Group recognises the importance and implications of the Health & Safety at Work Act 1974, the Environmental Protection Legislation and all new Health & Safety legislation including that being introduced through EU directives.

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 two existing facilities.

Greenhouse gas emissions, energy consumption and energy efficiency action

The UK Government’s Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The table below represents the Group’s energy use and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the period ending 30 September 2023.

UK Greenhouse gas emissions and energy use data for the period October 2022 to 30 September 2023.



    2023
       KWh
Total Energy Consumption (KWh)

Natural gas

10,441,485

Electricity

2,840,185

Transport

236,174

Biomass pellets

1,758,514

Propane (LPG)

193,915

Burning oil

366,685


15,836,958


Page 5

 
SELBA VENTURES LTD
 

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

Greenhouse gas emissions, energy consumption and energy efficiency action (continued)

    2023
      tCO2e
Scope 1 emissions in tCO2e

Biomass pellets

18.9

Propane (LPG)

41.5

Natural gas

1,190.0

Burning oil

90.5

Company transport

49.3


2,110.2


Scope 2 emissions in tCO2e

Electricity

588.1


2,698.4


Intensity ratio tCO2e per bed                                                                                                                           2.76

SECR Methodology Statement 2023
The SECR submission has been compiled using the 2019 HM Government Environmental Reporting Guidelines.
Emissions have been grouped according to the GHG Protocol Corporate Standard
We have used the following data sources for the report for the:
• Utility and Other Fuels Data - Energy Supplier billing and half hour interval data;
• Transport Data - Company mileage records.

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 and the Group'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 and the Group's auditors are aware of that information.

Page 6

 
SELBA VENTURES LTD
 

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


Post balance sheet events

There have been no significant events affecting the Group 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 18 September 2024 and signed on its behalf.
 





Mr P A Cott
Director

Page 7

 
SELBA VENTURES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA VENTURES LTD
 

Opinion


We have audited the financial statements of Selba Ventures Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 30 September 2023 and of the Group's loss 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 Group 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 2.3 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 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included consideration of post year end trading, and the proposed solution to resolve the covenant breaches by the directors.


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


Page 8

 
SELBA VENTURES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA VENTURES 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 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.


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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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 Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 9

 
SELBA VENTURES LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA VENTURES 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 Group 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 10

 
SELBA VENTURES LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2023
                                                                                                                                 
£000

  

Turnover
 4 
54,270

Cost of sales
  
(35,189)

Gross profit
  
19,081

Administrative expenses
  
(16,383)

Exceptional administrative expenses
  
(422)

Operating profit
  
2,276

Interest receivable and similar income
  
9

Interest payable and similar expenses
  
(9,018)

(Loss)/profit before tax
  
(6,733)

Tax on (loss)/profit
  
(75)

(Loss)/profit for the financial period
  
(6,808)

Profit for the year attributable to:
  

Owners of the parent company
  
6,808

  
6,808

There was no other comprehensive income for 2023.

The notes on pages 18 to 38 form part of these financial statements.

Page 11

 
SELBA VENTURES LTD
REGISTERED NUMBER: 14259422

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
£000

Fixed assets
  

Intangible assets
 13 
34,818

Tangible assets
 14 
88,226

  
123,044

Current assets
  

Stocks
 16 
46

Debtors: amounts falling due within one year
 17 
7,933

Cash at bank and in hand
  
1,930

  
9,909

Creditors: amounts falling due within one year
 18 
(125,956)

Net current (liabilities)/assets
  
 
 
(116,047)

Total assets less current liabilities
  
6,997

Provisions for liabilities
  

Deferred tax
 20 
(9,919)

  
 
 
(9,919)

Net (liabilities)/assets
  
(2,922)


Capital and reserves
  

Called up share capital 
 21 
3,886

Profit and loss account
 22 
(6,808)

  
(2,922)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2024.




Mr P A Cott
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 12

 
SELBA VENTURES LTD
REGISTERED NUMBER: 14259422

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
£000

  

Current assets
  

Debtors: amounts falling due within one year
 17 
67,756

Cash at bank and in hand
  
32

  
67,788

Creditors: amounts falling due within one year
 18 
(63,901)

Net current assets
  
 
 
3,887

Total assets less current liabilities
  
3,887

  

Net assets
  
3,887


Capital and reserves
  

Called up share capital 
 21 
3,886

Profit and loss account carried forward
  
1

  
3,887


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2024.


Mr P A Cott
Director

The notes on pages 18 to 38 form part of these financial statements.

Page 13

 
SELBA VENTURES LTD
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


Comprehensive income for the period

Loss for the period
-
(6,808)
(6,808)

Shares issued during the period
3,886
-
3,886


At 30 September 2023
3,886
(6,808)
(2,922)

The notes on pages 18 to 38 form part of these financial statements.


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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


Comprehensive income for the period

Profit for the period
-
1
1

Shares issued during the period
3,886
-
3,886


At 30 September 2023
3,886
1
3,887

The notes on pages 18 to 38 form part of these financial statements.

Page 14

 
SELBA VENTURES LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2023
£000

Cash flows from operating activities

(Loss)/profit for the financial period
(6,808)

Adjustments for:

Amortisation of intangible assets
3,869

Depreciation of tangible assets
1,114

Loss on disposal of tangible assets
128

Interest paid
9,018

Interest received
(9)

Taxation charge
75

(Increase)/decrease in stocks
(11)

(Increase)/decrease in debtors
(923)

(Increase)/decrease in amounts owed by associates
(268)

Increase in creditors
1,209

Increase in amounts owed to associates
121

Corporation tax (paid)/received
(1,239)

Net cash generated from operating activities

6,276


Cash flows from investing activities

Purchase of tangible fixed assets
(1,480)

Sale of tangible fixed assets
3

Purchase of fixed asset investments
(115,648)

Interest received
9

Net cash from investing activities

(117,116)
Page 15

 
SELBA VENTURES LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023


2023

£000



Cash flows from financing activities

Issue of ordinary shares
3,886

New secured loans
58,000

Repayment of loans
(2,900)

Other new loans
66,000

Repayment of other loans
(3,204)

Interest paid
(9,018)

Net cash used in financing activities
112,764

Net increase in cash and cash equivalents
1,924

Cash and cash equivalents at the end of period
1,924


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,930

Bank overdrafts
(6)

1,924


The notes on pages 18 to 38 form part of these financial statements.

Page 16

 
SELBA VENTURES LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023




Cash flows
Acquisition and disposal of subsidiaries
At 30 September 2023
£000

£000

£000

Cash at bank and in hand

(2,951)

4,881

1,930

Bank overdrafts

(6)

-

(6)

Debt due after 1 year

(114,358)

-

(114,358)

Debt due within 1 year

(3,674)

-

(3,674)


(120,989)
4,881
(116,108)

The notes on pages 18 to 38 form part of these financial statements.

Page 17

 
SELBA VENTURES LTD
 

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

1.


General information

Selba Ventures 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 balances reported in the financial statements 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 27 July 2022.

 
2.3

Going concern

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

Page 18

 
SELBA VENTURES LTD
 

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

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.5

Turnover

Turnover represents fee income receivable from care services provided. Turnover is recognised in the year in which the Group obtains the right to consideration as the services provided under contracts have been delivered and is recorded at the value of the consideration due. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of the Creditors due within one year. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

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

Page 19

 
SELBA VENTURES LTD
 

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

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 20

 
SELBA VENTURES LTD
 

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

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Freehold property
-
Not depreciated
Fixtures and fittings
-
12.5%-33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

No depreciation is provided on freehold property in the current year. The directors consider that this accounting policy, which represents a departure from the statutory accounting rules is necessary to provide a true and fair view as permitted under FRS 102.
The Group has a policy and practice of regular maintenance and repairs (charges for which are recognised in the profit and loss account) such that freehold property is kept to its previously assessed standards of performance. As a result the property maintains a high residual value and any depreciation is not considered material.

Page 21

 
SELBA VENTURES LTD
 

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

2.Accounting policies (continued)

 
2.15

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at cost. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced. The impairment loss is recognised immediately in profit or loss.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Group 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 Group's Statement of financial position when the Group 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.

Page 22

 
SELBA VENTURES LTD
 

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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value asessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Assets are considered for indications of impairment, if required an impairment review will be carried out and a decision made on possible impairment. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.
Recoverability of debtors
Bad debts are provided where, in the opinion of the directors, there is objective evidence of the need for a provision.


4.


Turnover

The whole of the turnover is attributable to the provision of care facilities for the elderly and infirm.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
£000

Depreciation of tangible fixed assets
1,114

Exchange differences
(2)

Other operating lease rentals
2,150

Page 23

 
SELBA VENTURES LTD
 

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

6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


2023
£000

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
72

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

Taxation compliance services
27


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Company
2023
2023
£000
£000


Wages and salaries
27,664
-

Social security costs
1,914
-

Cost of defined contribution scheme
503
-

30,081
-


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



Group
Company
        2023
        2023
            No.
            No.







Care home employees
1,202
-



Directors and administration
49
3

1,251
3

Page 24

 
SELBA VENTURES LTD
 

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

8.


Directors' remuneration

2023
£000

Directors' emoluments
83

Group contributions to defined contribution pension schemes
6

89


During the period retirement benefits were accruing to no directors in respect of defined contribution pension schemes.


9.


Interest receivable

2023
£000


Other interest receivable
9

9


10.


Interest payable and similar expenses

2023
£000


Bank interest payable
4,129

Other loan interest payable
4,889

9,018

Page 25

 
SELBA VENTURES LTD
 

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

11.


Taxation


2023
£000



Current tax on profits for the year
-


Total current tax

-

Deferred tax


Origination and reversal of timing differences
75

Total deferred tax
75

Taxation on profit on ordinary activities
 
75

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 21.83%. The differences are explained below:

2023
£000


(Loss)/profit on ordinary activities before tax
(6,733)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.83%
(1,470)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
845

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
127

Capital allowances for period in excess of depreciation
(115)

Short-term timing difference leading to an increase (decrease) in taxation
37

Changes in provisions leading to an increase (decrease) in the tax charge
75

Unrelieved tax losses carried forward
576

Total tax charge for the period
75

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 future tax charges are those imposed by HMRC.

Page 26

 
SELBA VENTURES LTD
 

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

12.


Exceptional items

2023
£000


Exceptional items
422

422


13.


Intangible assets

Group




Goodwill

£000



Cost


On acquisition of subsidiaries
38,687



At 30 September 2023

38,687



Amortisation


Charge for the period
3,869



At 30 September 2023

3,869



Net book value



At 30 September 2023
34,818



Page 27

 
SELBA VENTURES LTD
 

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

14.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Motor vehicles
Fixtures and fittings
Total

£000
£000
£000
£000
£000



Cost or valuation


Additions
537
-
-
943
1,480


Acquisition of subsidiary
83,665
133
1
4,192
87,991


Disposals
-
-
-
(148)
(148)



At 30 September 2023

84,202
133
1
4,987
89,323



Depreciation


Charge for the period on owned assets
-
21
-
1,093
1,114


Disposals
-
-
-
(17)
(17)



At 30 September 2023

-
21
-
1,076
1,097



Net book value



At 30 September 2023
84,202
112
1
3,911
88,226

The directors have reviewed the freehold property and leasehold property improvements and do not believe that there have been any significant changes from the valuation provided by Jones Lang Lasalle (members of the Royal Institute of Chartered Surveyors) in June 2022.




The net book value of land and buildings may be further analysed as follows:


2023
£000

Freehold
84,202

Long leasehold
112

84,314


Page 28

 
SELBA VENTURES LTD
 

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

15.


Fixed asset investments


Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Selba Ltd
England
Ordinary
100%

The aggregate of the share capital and reserves as at 30 September 2023 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000

Selba Ltd
1
5,025

The value of Company fixed asset investments at period end is £1.00. The carrying value is equivalent to the share capital in Selba Ltd. 
The value of Group fixed asset investments is £nil as all investments are held in subsidiary companies and therefore values are eliminated on consolidation. 


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Selba Care Ltd
England
Ordinary
100%
Balhousie Holdings Limited
Scotland
Ordinary
100%
Advanced Specialist Care Limited
Scotland
Ordinary
100%
Balhousie Care Limited
Scotland
Ordinary
100%

The registered address of subsidiary companies registered in England is 84 Brook Street, London, W1K 5EH and the registered address of subsidiary companies registered in Scotland is Balhousie Care Group, Earn House, Lamberkine Drive, Perth, PH1 1RA.

The aggregate of the share capital and reserves as at 30 September 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Selba Care Ltd
1
5,045

Balhousie Holdings Limited
1
9,360

Advanced Specialist Care Limited
50
2,781

Balhousie Care Limited
1
3,647

Page 29

 
SELBA VENTURES LTD
 

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

16.


Stocks

Group
Company
2023
2023
£000
£000

Care home consumables
46
-

46
-



17.


Debtors

Group
Company
2023
2023
£000
£000


Trade debtors
2,435
-

Amounts owed by group undertakings
-
67,711

Amounts owed by associates
353
-

Other debtors
24
-

Prepayments and accrued income
4,099
45

Tax recoverable
1,022
-

7,933
67,756



18.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£000
£000

Bank overdrafts
6
-

Bank loans
55,100
-

Other loans
62,796
62,796

Trade creditors
1,414
-

Amounts owed to group undertakings
-
967

Amounts owed to associates
121
121

Other taxation and social security
1,025
-

Other creditors
2,626
-

Accruals and deferred income
2,868
17

125,956
63,901


Page 30

 
SELBA VENTURES LTD
 

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

19.


Loans and Security


Analysis of the maturity of loans is given below:


Group
Company
2023
2023
£000
£000

Amounts falling due within one year

Bank loans
55,100
-

Other loans
62,796
62,796

117,896
62,796


During the period the Group entered into four new loan agreements. A Senior Facilities Agreement was arranged with National Westminster Bank PLC (“NatWest”) through Selba Care Ltd, a subsidiary company, which resulted in the drawdown of two bank loans. In addition, there were two Mezzanine Facilities Agreements arranged with lenders using Kroll Agency Services Limited as a security agent through Selba Ventures Ltd, which resulted in the drawdown of two other loans.
Bank Loans
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.
 

Page 31

 
SELBA VENTURES LTD
 

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

19.


Loans and Security (continued)

Other Loans
Mezzanine Facilities Agreement A was secured for £26m and was drawn down on 23 September 2022 with a completion date in September 2027. There are two elements of interest on the loan - cash interest which accrues on the balance of the loan and is payable quarterly, and capitalised interest which accrues on the aggregate amount of the loan and is payable on the termination date of the facility. Capital interest is added to the balance at a rate of 2% p.a. and cash interest is payable quarterly at a rate of 5.25% p.a. Additional interest is payable on any defaulted cash interest payments. The capital and interest are payable in GBP under this facility. At the balance sheet date the capital loan element outstanding under this facility is £26.5m and cash interest payable is £621k.
Mezzanine Facilities Agreement B is a Euro currency loan and was secured for £34.9m (€40m). This  was drawn down on 23 September 2022 with a completion date in September 2027. There are two elements of interest on the loan - cash interest which, accrues on the balance of the loan and is payable quarterly, and capitalised interest, which accrues on the aggregate amount of the loan and is payable on the termination date of the facility.  Capital interest is added to the balance at a rate of 2% p.a. and cash interest is payable quarterly at a rate of 5.25% p.a.  Additional interest is payable on any defaulted cash interest payments. The capital and interest are payable in EUR under this facility. At the balance sheet date the capital loan element outstanding under this facility is £35.6m (€40.8m) and cash interest payable is £17k (€20k).
All loans have been classified as due within one year owing to the uncertainty over whether the bank and other lenders may recall these due to continued breaches discussed in the audit report.  
Security 
National Westminster Bank PLC and Kroll Trustee Services Limited hold a fixed standard security over the fixed asset properties of the Group and a floating charge over the assets of the Group in respect of the bank loans held within Selba Care Ltd and other loans held within Selba Ventures Ltd.

Page 32

 
SELBA VENTURES LTD
 

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

20.


Deferred taxation


Group



2023


£000






Charged to profit or loss
(75)


Arising on business combinations
(9,844)



At end of year
(9,919)

Company


2023





Charged to profit or loss
-



At end of year
-
The deferred taxation balance is made up as follows:

Group
2023
£000

Accelerated capital allowances
(2,932)

Short term timing differences
57

Capital gains/losses
(7,044)

(9,919)

Page 33

 
SELBA VENTURES LTD
 

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

21.


Share capital

2023
£000
Allotted, called up and fully paid


3,885,643 Ordinary shares of £1.00 each
3,886


On incorporation 10 Ordinary shares of a nominal value of £1.00 were allotted, called up and fully paid. During the period a further 3,885,633 Ordinary shares of a nominal value of £1.00 were allotted, called up and fully paid.


22.


Reserves

Profit and loss account

Includes all current retained profits and losses.

Page 34

 
SELBA VENTURES LTD
 

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

23.
 

Business combinations

On 23 September 2022 Selba Care Ltd, a wholly owned subsidiary of Selba Ventures Ltd, purchased the entire share capital of Balhousie Holdings Limited for an enterprise value of £110,861k.  Selba Ventures Ltd has full control of Balhousie Holdings Limited and its subsidiaries, Balhousie Care Limited and Advanced Specialist Care Limited.
Selba Ventures Ltd and its immediate subsidiaries, Selba Ltd and Selba Care Ltd, are holding companies, and as such all revenue included in the consolidated profit and loss is derived from the acquiree from the date of acquisition.
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)

Deferred taxation
(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

Page 35

 
SELBA VENTURES LTD
 

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

23.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. 

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


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £503k. Contributions totalling £136k were payable to the fund at the balance sheet date and are included in creditors.

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SELBA VENTURES LTD
 

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

25.


Commitments under operating leases

At 30 September 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2023
£000

Land & buildings

Not later than 1 year
2,118

Later than 1 year and not later than 5 years
8,170

Later than 5 years
27,760

38,048
Group
2023
£000

Other fixed assets

Not later than 1 year
157

Later than 1 year and not later than 5 years
115

272


26.


Related party transactions

The directors consider themselves to be the only key management personnel and remuneration is disclosed per note 8.

Group
Company
2023
2023
£000
£000

Amounts owed by related parties

Other related parties
353
-

Group
Company
2023
2023
£000
£000

Amounts owed to related parties

Other related parties
121
121

There were no sales to or purchases from other related parties during the period.
The Group has taken advantage of the exemption in FRS 102 Section 33.1A not to disclose details of transactions between two or more members of the Group on the basis that the subsidiaries are wholly owned.

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SELBA VENTURES LTD
 

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

27.


Controlling party

The immediate parent undertaking is Zamoli Ventures AG, a company incorporated in Leichtenstein.
The ultimate controlling party is The Olivetree Foundation, by virtue of 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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