Caseware UK (AP4) 2023.0.135 2023.0.135 2023-09-302023-09-30truetrue22022-07-28falseHolding Companytruefalsefalse 14261862 2022-07-27 14261862 2022-07-28 2023-09-30 14261862 2021-07-28 2022-07-27 14261862 2023-09-30 14261862 c:Director1 2022-07-28 2023-09-30 14261862 c:Director1 2023-09-30 14261862 c:Director2 2022-07-28 2023-09-30 14261862 c:Director2 2023-09-30 14261862 c:RegisteredOffice 2022-07-28 2023-09-30 14261862 d:CurrentFinancialInstruments 2023-09-30 14261862 d:CurrentFinancialInstruments d:WithinOneYear 2023-09-30 14261862 d:RetainedEarningsAccumulatedLosses 2022-07-28 2023-09-30 14261862 d:RetainedEarningsAccumulatedLosses 2023-09-30 14261862 c:OrdinaryShareClass1 2022-07-28 2023-09-30 14261862 c:OrdinaryShareClass1 2023-09-30 14261862 c:FRS102 2022-07-28 2023-09-30 14261862 c:Audited 2022-07-28 2023-09-30 14261862 c:FullAccounts 2022-07-28 2023-09-30 14261862 c:PrivateLimitedCompanyLtd 2022-07-28 2023-09-30 14261862 d:Subsidiary1 2022-07-28 2023-09-30 14261862 d:Subsidiary1 1 2022-07-28 2023-09-30 14261862 d:Subsidiary2 2022-07-28 2023-09-30 14261862 d:Subsidiary2 1 2022-07-28 2023-09-30 14261862 d:Subsidiary3 2022-07-28 2023-09-30 14261862 d:Subsidiary3 1 2022-07-28 2023-09-30 14261862 d:Subsidiary4 2022-07-28 2023-09-30 14261862 d:Subsidiary4 1 2022-07-28 2023-09-30 14261862 6 2022-07-28 2023-09-30 14261862 e:PoundSterling 2022-07-28 2023-09-30 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 14261862










SELBA LTD

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

 
SELBA LTD
 

COMPANY INFORMATION


Directors
Mr L Baten (appointed 28 July 2022, resigned 13 August 2024)
Mr S Le Cam (appointed 28 July 2022)




Registered number
14261862



Registered office
84 Brook Street
London

W1K 5EH




Independent auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14 City Quay

Dundee

DD1 3JA





 
SELBA 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 - 15


 
SELBA LTD
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

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

Business review
 
The Company is a holding comany and plans to remain so for the foreseeable future. During the period the Company acquired the shares of Selba Care Ltd. In September 2022 the Balhousie Care Group was acquired by Selba Care Ltd, indirectly making Balhousie Holdings Limited a 100% subsidiary of the Company. 

Principal risks and uncertainties
 
The Company's activities do not expose it to any significant financial risks including cash flow risk, credit risk, liquidity risk and price risk, other than future dividend income from its subsidiary undertaking.
At a group level there are Care Governance and Audit & Remuneration Committees that provide oversight on key care quality, remuneration and audit issues impacting on the business.

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. 

Page 1

 
SELBA LTD
 

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

Directors' 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 on 17 September 2024 and signed on its behalf.



Mr S Le Cam
Director

Page 2

 
SELBA 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 £5,025k.

A dividend of £5,025k was paid in the period to Selba Ventures Ltd. 

Directors

The directors who served during the period were:

Mr L Baten (appointed 28 July 2022, resigned 13 August 2024)
Mr S Le Cam (appointed 28 July 2022)

Future developments

There are no significant future developments planned for the Company. 

Page 3

 
SELBA 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

he 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 LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA LTD
 

Opinion


We have audited the financial statements of Selba 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 in Group companies. 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 LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA 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 LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SELBA 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 LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2023
£000

  

Administrative expenses
  
(20)

Income from fixed assets investments
  
5,045

Profit before tax
  
5,025

Profit for the financial period
  
5,025

There was no other comprehensive income for 2023.

The notes on pages 11 to 15 form part of these financial statements.

Page 8

 
SELBA LTD
REGISTERED NUMBER: 14261862

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
                                                                                                      
£000

  

Current assets
  

Debtors: amounts falling due within one year
 10 
67,731

  
67,731

Creditors: amounts falling due within one year
 11 
(67,731)

Net current assets
  
 
 
-

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 15 form part of these financial statements.

Page 9

 
SELBA 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
5,025
5,025
Total comprehensive income for the period
5,025
5,025


Contributions by and distributions to owners

Dividends: Equity capital
(5,025)
(5,025)


Total transactions with owners
(5,025)
(5,025)


At 30 September 2023
-
-

The notes on pages 11 to 15 form part of these financial statements.

Page 10

 
SELBA LTD
 

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

1.


General information

Selba 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 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).

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 in Group companies, the director acknowledges the material uncertainty regarding the going concern of the Group. 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. 

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 11

 
SELBA LTD
 

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

2.Accounting policies (continued)

 
2.6

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.

 
2.7

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

In the process of applying accounting policies management have not made any significant judgments that are considered to have a significant effect on the amounts recognised in the financial statements. 


4.


Auditors' remuneration

2023
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
8
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.


5.


Employees



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


        2023
            No.






Directors
2

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

Page 12

 
SELBA LTD
 

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

6.


Income from investments

2023
£000





Dividends received from unlisted investments
(5,045)

(5,045)



7.


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 21.55%. The differences are explained below:

2023
£000


Profit on ordinary activities before tax
5,025


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.55%
1,083

Effects of:


Non-taxable income
(1,087)

Unrelieved tax losses carried forward
4

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 other factors affecting tax charges are those imposed by HMRC.


8.


Dividends

2023
£000


Dividends paid
5,025

5,025

Page 13

 
SELBA LTD
 

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

9.


Fixed asset investments

Investments in subsidiary companies
£

Cost or valuation


Additions
1

At 30 September 2023
1


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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

Selba Care Ltd is a direct subsidiary of the Company, the other subsidiaries noted above are held indirectly. 
The registered address of subsidiary companies registered in England is 84 Brook Street, London, W1K 5EH and the registered office of subsidiary companies registered in Scotland is Balhousie Care Group, Earn House, Lamberkine Drive, Perth, PH1 1RA. 


10.


Debtors

2023
£000


Amounts owed by group undertakings
67,731

67,731



11.


Creditors: Amounts falling due within one year

2023
£000

Amounts owed to group undertakings
67,718

Accruals and deferred income
13

67,731


Page 14

 
SELBA LTD
 

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

12.


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 28 July 2022. The nominal value of the share is £1.00 and this is equivalent to the consideration received. 


13.


Reserves

Profit and loss account

Includes all current period retained profits and losses


14.


Related party transactions

The Company is a wholly owned subsidiary of Selba Ventures Ltd, the consolidated accounts of which are publicly available from the Registrar of Companies. Accordingly, the Company has taken advantage of the exemption in FRS 102 Section 33.1A  from disclosing transactions with wholly owned members of the Group.


15.


Controlling party

The immediate parent company is Selba Ventures 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, W1K 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. Olivetree Foundation registered address of The Olivetree Foundation is Bangarten 10, FL-9490 Vaduz, Leichtenstein.


Page 15