REGISTERED NUMBER: 10721304 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
Minster Care Group Limited |
REGISTERED NUMBER: 10721304 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
Minster Care Group Limited |
Minster Care Group Limited (Registered number: 10721304) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 7 |
Independent Auditors' Report | 10 |
Consolidated Income Statement | 13 |
Consolidated Other Comprehensive Income | 14 |
Consolidated Balance Sheet | 15 |
Company Balance Sheet | 16 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 20 |
Minster Care Group Limited |
Company Information |
for the Year Ended 31 March 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Peterborough |
United Kingdom |
Minster Care Group Limited (Registered number: 10721304) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group is the operation of care homes for the elderly. |
REVIEW OF BUSINESS |
The group and its subsidiaries operate care homes for older people in England, Wales and Scotland, providing around 3,250 beds. |
The group is proud of the valuable contribution of all staff team members whose unwavering commitment to supporting our residents has been consistently impressive despite the many challenges faced by the sector in recent years. |
These financial statements report the trading of the Minster Care Group for the year to 31 March 2024 with comparatives provided for the year to 31 March 2023. Turnover for the year amounted to £136m compared to £123m for the previous year, an increase of 10.6%. Much of the increase in turnover was required to help meet rising costs as inflationary pressures during the year were a significant challenge to the business with costs rising in all key areas. |
The group added no new services in the year and disposed of one 49 bed service in the early part of the financial year. |
The group achieved a net pre-tax profit of £6.62m (2023 - £2.83m) after recognising depreciation, losses on fixed asset disposals and amortisation costs of just over £3.45m (2023 - £3.38m) and after recognising preference share dividends of £339,158 (2023 - £426,590) and interest of £156,932 (2023 - £135,985). |
After adjusting for these items, the group achieved an EBITDA of £10.57m (2023 - £6.77m). |
FUTURE PROSPECTS |
The group remains focussed on its key performance indicators and consolidating on an improving operating background. The group's strategy is one of managed growth through appropriate acquisitions that fit with its business model, as well as extending existing facilities. |
PRINCIPAL RISKS AND UNCERTAINTIES AND KEY PERFORMANCE INDICATORS |
The group's operations expose it to a variety of risks. The group has in place a risk management programme that analyses and monitors exposure to these risks using Key Performance Indicators (KPIs). |
The group uses a range of key performance indicators, both financial and non financial, to monitor its business. Monthly dashboard reporting includes consideration of occupancy levels (including numbers admitted and discharged), ratios of self pay clients and government funded clients, average fees, staff cost percentages and other costs per bed as well as a range of operational compliance measures on a home by home basis |
Price risk |
The group is exposed to supplier and labour price risk as a result of its operations. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring and reviewing the suppliers' prices on a regular basis. In addition, the group has a well organised operational structure to ensure that labour is employed as effectively as possible. The group has no exposure to equity securities price risk as it holds no listed equity investments. The group's rental commitments are structured to increase in line with the Retail Prices Index, subject to a 4% cap and a 2% floor. |
Minster Care Group Limited (Registered number: 10721304) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
Price risk (continued) |
KPIs used: |
EBITDA and profit margins |
Cost per capita for key spending categories |
We have measured the performance of these KPIs against our forecasts and past experience and are pleased with overall performance whilst recognising there is room for improvement in some areas of the business. |
Credit risk |
The group contracts with publicly funded bodies or private individuals. Payment terms for private individuals are in advance as is usual in this type of business. |
KPIs used: |
Bad debt ratios |
Debtor day measurement |
Incidence of bad debt is, as expected, low given the customer base and payment terms. |
Liquidity and cash flow risk |
As a result of positive cash flows from operating activities and a net current asset position (excluding equity shown as debt), the directors do not consider liquidity or cashflow risk to be an issue, although these areas are closely monitored to ensure the Group's procedures continue to operate effectively. |
Quality and regulation risk |
The group depends on its continued service quality and compliance with regulations and standards of the Care Quality Commission and similar regulatory bodies. Failure to comply could result in regulatory action which could include penalties or revocation of licences to operate as well as having a detrimental effect on occupancy, reputation and costs. |
KPIs used; |
CQC reports and ratings |
Internal audit data |
Staffing levels |
The group continues to evolve and improve its internal audit systems which it considers fit for purpose when measuring quality and compliance. |
Fire safety risk |
The directors believe that staff and service users should be as safe as possible from the threat of fire or from injury in the case of an outbreak of fire and that the best way to ensure that safety exists is to: |
- have robust fire policies and procedures in place |
- ensure that appointed fire wardens are in place in accordance with the law |
- ensure that staff are well trained to cope with an outbreak of fire or an alarm. |
The group has an online estates management system with policy documents and certification on all fire systems for service and maintenance with alert dates to ensure compliance. |
Individual fire risk assessment and actions plans are held locally and centrally. Fire training forms part of the group's mandatory training programme which is monitored via an online training matrix. |
Minster Care Group Limited (Registered number: 10721304) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
Fire safety risk (continued) |
External fire risk assessors are used where required to assist and ensure compliance and to support continuous improvement A partnering arrangement with South Tyneside Building Control provides support in ensuring fire compliance for existing and new buildings. |
Risks related to infection and illness. |
The group's elderly frail client group are particularly vulnerable to the effects of infection and illness. The risks to the group include a decline in occupancy and new admissions as well as the impact on the availability of staff if infections are contagious. The directors believe that its clients and staff should be protected as far as possible from the risk of infections and illness and has set policies to ensure environments and conditions are as safe as possible, including the provision of the necessary personal protective equipment and good infection control measures. |
Staff resources risk |
The group is reliant on its ability to attract and retain suitably qualified staff to ensure the continued provision of quality services. In doing so, it strives to provide pay rates in keeping with local market conditions, comprehensive training and monitoring of staff and providing good working conditions. |
KPIs used; |
Staff turnover levels |
Ratios of employed staff against agency staff |
Staff costs per client |
The group's staff turnover levels remain within sector norms and continue to remain in line with group expectations. Ratios of agency staff were lower than forecast in the year and lower than last year reflecting the group's positive recruitment initiatives. The group continues to monitor levels of staff training and regularly reviews staff survey results. |
Fee revenue risk |
A significant proportion of the group's turnover is derived from government funded clients and as such the continuation of this policy and annual increases in fee rates is important for the group to maintain its margins. If fee rates do not rise in line with costs then the group is likely to suffer lower margins as a result. |
KPIs used; |
Ratios of private clients against government funded clients |
Average fee rates |
Occupancy rates |
The group considers its average fee rates to be below the national average and that they offer value for money for service users. Increases in average fees during the year are mainly reflective of the highly inflationary nature of much of the group's cost base. Occupancy rates were on average slightly below expectations in the year reflecting the competitive nature of the market place. The ratio of private clients to Government funded clients increased slightly during the year. |
Minster Care Group Limited (Registered number: 10721304) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
SECTION 172 STATEMENT |
Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. The directors continue to have regard to the interests of the group's and the company's employees and other stakeholders, including the impact of its activities on the community, the environment and the group's reputation, when making decisions. Acting in good faith and fairly between members, the directors consider what is most likely to promote the success of the group and company for its members in the long term. Whilst the importance of giving due consideration to our stakeholders is not new, we are explaining in more detail this year how the board engages with our stakeholders, thus complying with the requirement to include a statement setting out how our directors have discharged this duty. |
In this context we note the following: |
The directors are fully aware of their responsibilities to promote the success of the group and company in accordance with S172 of the Companies Act 2006. To ensure the group and the company complies, the board regularly reflects on how the group engages with its stakeholders and opportunities for enhancement in the future. |
The board regularly reviews our principal stakeholders and how we engage with them. All stakeholders are key to ensuring the group's residents receive the best care and value for money. The stakeholder voice is brought into the boardroom through information provided by management and also by direct engagement with stakeholders themselves. Such stakeholders include shareholders, employees, customers, residents and the wider community in which the group operates. Regular residents meetings are recorded and help steer the strategic direction of each home. This includes refurbishment plans, extensions to the home and marketing. Resident engagement has been, and will continue to be, part of the group's strategy. The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision making. |
The board continues to enhance its methods of engagement with the workforce and to work responsibly with our suppliers. The importance of supplier relationships is also recognised, as evidenced by paying suppliers to agreed terms. |
The fundamental overriding principles in the governance of the group and the company is that of ensuring transparent conduct which reflects fairness in all dealings with shareholders, employees, customers and suppliers. |
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
Matters relating to the group's engagement with suppliers, customers and others is included in the S172 statement above. |
DISABLED EMPLOYEE POLICY |
The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for development exist for each disabled person. Arrangements are made wherever possible for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitude and abilities. |
Minster Care Group Limited (Registered number: 10721304) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
EMPLOYEE INVOLVEMENT AND ENGAGEMENT |
It is the group's policy that the selection of employees for recruitment, training, development and promotion should be determined solely on their skills, abilities and other requirements which are relevant to the job, regardless of their gender, race, religion or disability. |
The group recognises the value of its employees and places importance on communications with employees which takes place at many levels throughout the organisation on both a formal and informal basis. The personal development of employees is closely monitored so that appropriate training programmes can be designed with a view to assisting employees to achieve their own objectives as well as those of the group. |
ON BEHALF OF THE BOARD: |
Minster Care Group Limited (Registered number: 10721304) |
Report of the Directors |
for the Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
DIVIDENDS |
Interim dividends of £350,000 were declared in respect of ordinary shares for the year ended 31 March 2024. Dividends paid on preference shares are disclosed in note 7 to the financial statements and are treated as interest payable in accordance with Financial Reporting Standard 102. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
GOING CONCERN |
The directors have reasonable expectation that the group has adequate resources to continue in operation for the foreseeable future. The directors therefore believe that it is appropriate to prepare the financial statements on a going concern basis. Further details for the basis of which the directors have formed this opinion are found in note 2 to the financial statements. |
STREAMLINED ENERGY AND CARBON REPORTING |
Greenhouse Gas (GHG) Emissions |
The group's calculated CO2 emissions for the year were 7,488 tCO2 (2023 - 8,108 tCO2), whilst energy consumption was 39,679,282 kWh. (2023 - 41,783,999 kWh) The figures relating to the consumption of gas and heating oil, electricity and transport fuel are set out below; |
Gas | Electricity | Other Fuels |
Consumption in kWh | 30,411,455 | 8,558,779 | 709,048 |
Carbon emissions in tCO2 |
5,549 |
1,804 |
135 |
The group operated 68 properties during the year, including its head office and thus consumption is equivalent to 583,519 kWh per property (2023 - 69 properties equivalent to 603,139 kWh per property). whilst carbon emissions are equivalent to 110.12 tCO2 (2023 - 117.42 tCO2) per property. Additionally, the group has seen a reduction in consumption per occupied bed from 14,680 kWh in 2023 to 13,903 kWh in 2024 and a reduction in emissions per occupied bed from 2.85 tCO2 in 2023 to 2.62 tCO2 in 2024. |
Methodology |
The group's consumption and emission figures were calculated by reference to consumption data prepared by the group's energy consultants for the year to 31 March 2024. |
Minster Care Group Limited (Registered number: 10721304) |
Report of the Directors |
for the Year Ended 31 March 2024 |
Increasing Energy Efficiency |
The board is pleased to note that the group's consumption and emissions on a per property and on a per occupied bed basis has decreased in the year. Much of the group's energy consumption comes from heating its homes which is key to the care of its elderly and vulnerable clients. The board is acutely aware of the impact of increased energy costs on the business as well as the need to increase energy efficiency. The board has an ongoing policy and programme of updating its properties to ensure that they are as energy efficient as possible, including installation of energy efficient boilers, heating systems and windows, as well as communicating to home managers the need to carefully consider their use of fuel. |
DISCLOSURE IN THE STRATEGIC REPORT |
Certain information required to be disclosed in the directors' report has been shown instead in the strategic report as allowed under S414C (11) CA2016. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company and group's auditors are unaware, and each director has taken all of the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company and group's auditors are aware of that information. |
Minster Care Group Limited (Registered number: 10721304) |
Report of the Directors |
for the Year Ended 31 March 2024 |
AUDITORS |
The auditors, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Independent Auditors' Report to the Members of |
Minster Care Group Limited |
Opinion |
We have audited the financial statements of Minster Care Group Limited (the 'parent Company') and its subsidiaries for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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. |
Opinions 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 year 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. |
Independent Auditors' Report to the Members of |
Minster Care Group Limited |
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 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 8, 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. |
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 Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 specific procedures for this engagement and the extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- | Enquiry of management and those charged with governance around actual and potential litigation and claims; |
- | Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; |
- | Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias; |
- | Reviewing minutes of meetings of those charged with governance; |
- | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. |
Independent Auditors' Report to the Members of |
Minster Care Group Limited |
Use of our report |
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
Peterborough |
United Kingdom |
Minster Care Group Limited (Registered number: 10721304) |
Consolidated Income Statement |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
REVENUE | 3 | 136,219,526 | 122,933,594 |
Cost of sales | 93,296,129 | 85,212,384 |
GROSS PROFIT | 42,923,397 | 37,721,210 |
Administrative expenses | 37,187,377 | 35,256,811 |
5,736,020 | 2,464,399 |
Other operating income | 4 | 1,248,210 | 914,541 |
OPERATING PROFIT | 6 | 6,984,230 | 3,378,940 |
Interest receivable and similar income | 138,775 | 12,932 |
7,123,005 | 3,391,872 |
Interest payable and similar expenses | 7 | 496,090 | 562,575 |
PROFIT BEFORE TAXATION | 6,626,915 | 2,829,297 |
Tax on profit | 8 | 1,874,954 | 678,143 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 4,751,961 | 2,151,154 |
Minster Care Group Limited (Registered number: 10721304) |
Consolidated Other Comprehensive Income |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 4,751,961 | 2,151,154 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
4,751,961 |
2,151,154 |
Total comprehensive income attributable to: |
Owners of the parent | 4,751,961 | 2,151,154 |
Minster Care Group Limited (Registered number: 10721304) |
Consolidated Balance Sheet |
31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 1,881,651 | 2,012,036 |
Property, plant and equipment | 12 | 15,883,604 | 16,209,894 |
Investments | 13 | - | - |
17,765,255 | 18,221,930 |
CURRENT ASSETS |
Inventories | 14 | 179,309 | 181,972 |
Debtors | 15 | 15,639,905 | 13,509,602 |
Cash at bank and in hand | 11,801,522 | 9,435,623 |
27,620,736 | 23,127,197 |
CREDITORS |
Amounts falling due within one year | 16 | (18,712,440 | ) | (18,870,183 | ) |
NET CURRENT ASSETS | 8,908,296 | 4,257,014 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 26,673,551 | 22,478,944 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(9,785,538 |
) |
(9,992,892 |
) |
NET ASSETS | 16,888,013 | 12,486,052 |
CAPITAL AND RESERVES |
Called up share capital | 23 | 105,200 | 200 |
Retained earnings | 16,782,813 | 12,485,852 |
SHAREHOLDERS' FUNDS | 16,888,013 | 12,486,052 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2024 and were signed on its behalf by: |
M S Patel - Director |
Minster Care Group Limited (Registered number: 10721304) |
Company Balance Sheet |
31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Property, plant and equipment | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 23 |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 395,772 | 577,452 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Minster Care Group Limited (Registered number: 10721304) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 | 200 | 10,334,698 | 10,334,898 |
Changes in equity |
Total comprehensive income | - | 2,151,154 | 2,151,154 |
Balance at 31 March 2023 | 200 | 12,485,852 | 12,486,052 |
Changes in equity |
Increase in share capital | 105,000 | (105,000 | ) | - |
Dividends | - | (350,000 | ) | (350,000 | ) |
Total comprehensive income | - | 4,751,961 | 4,751,961 |
Balance at 31 March 2024 | 105,200 | 16,782,813 | 16,888,013 |
Minster Care Group Limited (Registered number: 10721304) |
Company Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Increase in share capital | 105,000 | (105,000 | ) | - |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
Minster Care Group Limited (Registered number: 10721304) |
Consolidated Cash Flow Statement |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 30 | 10,038,925 | 4,075,967 |
Interest paid | (128,915 | ) | (140,060 | ) |
Finance costs paid | (266,797 | ) | (519,697 | ) |
Tax paid | (924,147 | ) | (741,471 | ) |
Net cash from operating activities | 8,719,066 | 2,674,739 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (2,857,369 | ) | (3,095,366 | ) |
Sale of tangible fixed assets | 615 | 23,367 |
Interest received | 138,775 | 12,932 |
Net cash from investing activities | (2,717,979 | ) | (3,059,067 | ) |
Cash flows from financing activities |
Preference shares redeemed in year | - | (2,694,026 | ) |
Loans to related parties | (3,190,000 | ) | - |
Bank loan repayments | (182,688 | ) | (192,165 | ) |
Equity dividends paid | (262,500 | ) | - |
Net cash from financing activities | (3,635,188 | ) | (2,886,191 | ) |
Increase/(decrease) in cash and cash equivalents | 2,365,899 | (3,270,519 | ) |
Cash and cash equivalents at beginning of year |
31 |
9,435,623 |
12,706,142 |
Cash and cash equivalents at end of year |
31 |
11,801,522 |
9,435,623 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Minster Care Group Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the consolidated financial statements |
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value and in accordance with Financial Reporting Standard 102 (FRS102) issued by the Financial Reporting Council. |
The parent company is included in the consolidated financial statements and it is considered to be a qualifying entity under FRS102 paragraphs 1.8 to 1.12. On that basis it has taken advantage of the exemption not to present a separate parent company cash flow statement with related notes. |
The principal activities of the company and its subsidiaries (the group) and the nature of the group's operations are set out in the strategic report on pages two to six. |
Going concern |
The directors consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements. |
At the balance sheet date, the group had net current assets of £8,902,296 (2023 - £4,257,014) which included cash balances of £11,801,522 (2023 - £9,435,623). The cash balances are considered more than adequate to finance working capital requirements and the group has traded profitably since 31 March 2024, further increasing cash reserves. Moreover, the group traded ahead of what was required under the covenants relating to its leases and it is forecast to continue to do so. |
The group worked closely with its suppliers to both ensure continuity of supply and to negotiate competitive pricing. Occupancy is constantly monitored and the group is working closely with Local Authorities and Clinical Commissioning Groups to manage and monitor demand and supply and to ensure appropriate communication to all our stakeholders. |
The directors have performed a going concern assessment for a period of at least 12 months following the date of approval of these financial statements, including detailed cash flow forecasts, which indicate that, taking account of reasonably predictable downsides, the group will have sufficient funds to continue as a going concern. Directors have a strong communication line with shareholders and provide regular updates on the performance of the business. As a result the directors are comfortable the group would have the continued support of the shareholders if it was required, however such a situation is considered to be highly improbable. |
Based on the above the Directors believe it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Basis of consolidation |
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024. |
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
The results of any subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement and the Consolidated Other Comprehensive Income Statement, from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of the group. All intra-group transactions, balances, income and expenditure are eliminated on consolidation. |
The excess of the cost of acquisition over the group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired entities recognised at the date of acquisition is recognised as goodwill arising on the acquisition of an entity. |
Significant judgements and estimates |
In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgement, estimates, and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors considered to be applicable. Due to the inherent subjectivity in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years. |
Assessing indicators of impairment |
Non-financial assets |
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. |
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units of which the goodwill is a part. Any impairment loss in respect of a cash generating unit ("CGU") is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis. |
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial assets |
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. |
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. |
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
Key sources of estimation uncertainty |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below; |
Going concern |
The preparation of the financial statements on a going concern basis is based on the assessment of the forecast performance of the business for a period of at least 12 months following the date of approval of these financial statements. This assessment includes a degree of judgement in terms of key areas including occupancy levels, fee rates and the timing of cash flows. In undertaking this assessment, the directors have made assumptions and estimates relating to these key areas and applied sensitivity analysis to ascertain the impact of those sensitivities on their forecasts. |
Deferred tax asset |
The deferred tax asset arises predominantly due to future timing differences in the interaction of depreciation and capital allowances. The deferred tax asset is calculated on the basis that the directors estimate that the group will continue to make taxable profits in excess of capital allowances available for the foreseeable future and thus the excess capital allowances will be fully utilised over time. The deferred tax asset is calculated at current corporation tax rates. Any increase of decrease in that rate will lead to an increase or decrease in the value of the asset. |
Amortisation of goodwill |
The directors consider that the amortisation of goodwill over a period of 20 years is justified having considered the useful economic life of that asset. |
Determining residual values and useful economic lives of tangible fixed assets |
The group depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, life cycles and maintenance programmes. |
Judgment is applied by management when determining the residual values for tangible fixed assets. When determining the residual value, management aim to assess the amount that the group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Business combinations and goodwill |
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the group. |
The cost of a business combination is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group in exchange for control and the costs directly attributable to the business combination. The consideration transferred includes the estimate of any asset or liability resulting from a contingent consideration arrangement where the transfer of further consideration is probable and can be measured reliably. Identifiable assets acquired and liabilities and contingent liabilities assumed in the business combination are measured initially at their fair values at the acquisition date. Contingent liabilities are only recognised where the fair value can be measured reliably. |
The group measures goodwill at the acquisition date as the excess of the cost of the business combination over the acquirer's interest in the net amount of the identifiable assets, liabilities and contingent liabilities recognised. |
When the excess is negative, the negative goodwill arising is recognised separately on the face of the balance sheet and released up to the fair value of the non-monetary assets as the non-monetary assets are recovered and otherwise in the periods expected to be benefited. |
Goodwill is amortised evenly over its estimated useful life of 20 years. The directors consider that goodwill has an estimated useful life of 20 years as this matches the lease term of the premises from where the business operates. |
Intangible assets |
Separately acquired intangible assets are initially recognised at cost and are subsequently amortised over their useful economic lives. |
Intangible assets acquired in a business combination are recognised separately from goodwill when it is probable that the expected future economic benefits that are attributable to the asset will flow to the group and the asset is separable or arises from contractual or other legal rights. Such intangibles are initially recognised at fair value at the date of acquisition and are subsequently amortised over their useful economic lives. |
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. |
At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. |
The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Long leasehold | - 5% on cost |
Fixtures & fittings | - 25% on cost |
Motor vehicles | - 25% on cost |
Improvements to property | - 5% on cost |
Freehold property | - 2% on cost |
Investments in subsidiaries |
Investments in subsidiaries are stated at cost less any provision for impairment. |
Inventories |
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
Financial assets and financial liabilities are recognised in the balance sheet when the group becomes a party to the contractual provisions of the instrument. |
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due. |
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the group's cash management. |
Financial liabilities and equity instruments issued by the group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. |
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
The group took on a defined benefit pension scheme run by the London Borough of Ealing on 2 March 2020 at which point the overall net value of the fund was £nil. An actuarial report was obtained in January 2023 which demonstrated a surplus on the scheme of £10,500 at 31 March 2022. |
Lease commitments |
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the profit and loss account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability. |
Normal rentals payable under operating leases are charged over the lease term as incurred. Initial rentals paid on the signing of leases are spread on a straight-line basis over the lease term. |
The directors have considered the terms and conditions of the leases that the group has entered into as well as assessing the net present value of minimum future payments under those leases and have concluded that all leases meet the criteria for them to be treated as operating leases. |
Revenue |
Revenue is the total amount receivable by the group for resident fees, excluding value added tax, for the services provided during the year. |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following condition are satisfied: |
- The amount of revenue can be measured reliably, |
- It is probable that the company will receive the consideration due under the contract, |
- The stage of completion of the contract at the end of the reporting period can be measured reliably, |
- The costs incurred and the costs to complete the contract can be measured reliably. |
Employee costs |
Short term employee benefits including holiday pay and annual bonuses are accrued as services are rendered. Contributions to defined contribution pension schemes are charged to profit or loss as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and those actually paid are shown as either accruals or prepayments in the balance sheet. |
3. | REVENUE |
The group's turnover is all derived from the provision of care services. The directors are of the opinion that the group has no substantially different classes of business nor does it supply substantially different geographical markets. |
4. | OTHER OPERATING INCOME |
31.3.24 | 31.3.23 |
£ | £ |
Sundry receipts | 1,248,210 | 914,541 |
Sundry receipts predominantly relate to supplier rebates, grants, rental income and other sundry income. |
5. | EMPLOYEES AND DIRECTORS |
31.3.24 | 31.3.23 |
£ | £ |
Wages and salaries | 75,360,467 | 65,443,628 |
Social security costs | 5,920,891 | 5,078,245 |
Other pension costs | 1,558,532 | 1,444,584 |
82,839,890 | 71,966,457 |
The average number of employees during the year was as follows: |
31.3.24 | 31.3.23 |
Operations | 3,576 | 3,428 |
Administrative | 108 | 107 |
31.3.24 | 31.3.23 |
£ | £ |
Directors' remuneration | 447,606 | 428,562 |
Directors' pension contributions to money purchase schemes | 35,443 | 27,818 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
5. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
31.3.24 | 31.3.23 |
£ | £ |
Emoluments etc | 135,710 | 136,572 |
Pension contributions to money purchase schemes | 25,316 | 20,816 |
6. | OPERATING PROFIT |
The operating profit is stated after charging: |
31.3.24 | 31.3.23 |
£ | £ |
Hire of plant and machinery | 74,038 | 97,185 |
Depreciation - owned assets | 3,264,754 | 3,135,921 |
Loss on disposal of fixed assets | 59,619 | 119,068 |
Goodwill amortisation | 130,385 | 130,385 |
Auditors' remuneration | 55,000 | 55,000 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.3.24 | 31.3.23 |
£ | £ |
Bank loan interest | 128,915 | 135,985 |
Other interest | 28,017 | - |
Dividend - B Preference Shares | - | 90,188 |
Dividend - A Preference Shares | 339,158 | 336,402 |
496,090 | 562,575 |
Dividends payable in respect of preference shares are included within interest payable in accordance with Financial Reporting Standard 102. |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.3.24 | 31.3.23 |
£ | £ |
Current tax: |
UK corporation tax | 1,582,330 | 137,378 |
Deferred tax | 292,624 | 540,765 |
Tax on profit | 1,874,954 | 678,143 |
UK corporation tax has been charged at 25 % (2023 - 19 %). |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.3.24 | 31.3.23 |
£ | £ |
Profit before tax | 6,626,915 | 2,829,297 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
1,656,729 |
537,566 |
Effects of: |
Expenses not deductible for tax purposes | 218,225 | 177,423 |
Effect of change of rate of Corporation Tax | - | (36,846 | ) |
Total tax charge | 1,874,954 | 678,143 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
31.3.24 | 31.3.23 |
£ | £ |
Ordinary shares of £1 each |
Interim | 350,000 | - |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 | 2,607,707 |
AMORTISATION |
At 1 April 2023 | 595,671 |
Amortisation for year | 130,385 |
At 31 March 2024 | 726,056 |
NET BOOK VALUE |
At 31 March 2024 | 1,881,651 |
At 31 March 2023 | 2,012,036 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | PROPERTY, PLANT AND EQUIPMENT |
Group |
Improveme |
Land and | Long | to |
buildings | leasehold | property |
£ | £ | £ |
COST |
At 1 April 2023 | 4,000,000 | 7,565,176 | 20,958 |
Additions | - | 583,895 | - |
Disposals | - | (87,446 | ) | - |
At 31 March 2024 | 4,000,000 | 8,061,625 | 20,958 |
DEPRECIATION |
At 1 April 2023 | 96,728 | 2,376,516 | 3,055 |
Charge for year | 67,272 | 389,670 | 1,048 |
Eliminated on disposal | - | (84,280 | ) | - |
At 31 March 2024 | 164,000 | 2,681,906 | 4,103 |
NET BOOK VALUE |
At 31 March 2024 | 3,836,000 | 5,379,719 | 16,855 |
At 31 March 2023 | 3,903,272 | 5,188,660 | 17,903 |
Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 20,049,902 | 185,485 | 31,821,521 |
Additions | 2,414,802 | - | 2,998,697 |
Disposals | (8,797,010 | ) | (124,904 | ) | (9,009,360 | ) |
At 31 March 2024 | 13,667,694 | 60,581 | 25,810,858 |
DEPRECIATION |
At 1 April 2023 | 13,006,862 | 128,466 | 15,611,627 |
Charge for year | 2,782,872 | 23,892 | 3,264,754 |
Eliminated on disposal | (8,739,943 | ) | (124,904 | ) | (8,949,127 | ) |
At 31 March 2024 | 7,049,791 | 27,454 | 9,927,254 |
NET BOOK VALUE |
At 31 March 2024 | 6,617,903 | 33,127 | 15,883,604 |
At 31 March 2023 | 7,043,040 | 57,019 | 16,209,894 |
Included in cost of land and buildings is freehold land of £720,000 (2023 - £720,000) which is not depreciated. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
Details of undertakings |
Details of the investments in subsidiaries in which the company holds any class of share capital are as follows: |
Minster Care Management Limited |
Willmotts Healthcare Limited |
Daimler Green Care Home Limited |
Minster Haverhill Limited |
Mulberry Manor Ltd |
Alpha Care Management Services Limited |
Alphacare Management Services No. 2 Limited |
Alpha Care Management Services No.3 Limited |
Templecare Limited (a wholly owned subsidiary of Minster Care Management Limited) |
Abbotsford Care Limited (a wholly owned subsidiary of Minster Care Management Limited) |
Downing (Barwell) Limited (a wholly owned subsidiary of Minster Care Management Limited) |
Amberley House Care Limited (a wholly owned subsidiary of Minster Care Management Limited) |
Quarter Care Ltd. (a wholly owned subsidiary of Minster Care Management Limited) |
Dove Care Homes Limited (a wholly owned subsidiary of Templecare Limited) |
Croftwood Care Ltd |
Croftwood Care (Cheshire) |
Croftwood Care (UK) Limited |
Westhaven Care Limited (a wholly owned subsidiary of Croftwood Care Limited) |
Stansty House Ltd (a wholly owned subsidiary of Willmotts Healthcare Limited) |
Minster Care Ealing Limited |
Minster Care Services Limited |
Minster Care Limited |
Minster Care Cheaney Limited (a wholly owned subsidiary of Alphacare Management Services No.2 Limited) |
All of the above companies are registered in England and Wales except Quarter Care Limited (registered in Scotland). Minster Care Group Limited holds, directly or indirectly, 100% of the issued share capital and voting rights in each subsidiary. All companies registered in England and Wales have their registered office at 238 Station Road, Addlestone, Surrey KT15 2PS. Quarter Care Limited has its registered office at 72 Croftcroighn Road, Ruchazie, Glasgow G33 3SE. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
14. | INVENTORIES |
Group |
31.3.24 | 31.3.23 |
£ | £ |
Consumables | 179,309 | 181,972 |
15. | DEBTORS |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 8,585,419 | 9,628,342 |
Amounts owed by group undertakings | - | - |
Other debtors | 4,196,328 | 57,726 |
Tax | - | 336,011 |
Deferred tax asset | - | 10,384 | - | - |
Prepayments | 2,449,101 | 2,785,841 |
15,230,848 | 12,818,304 |
Amounts falling due after more than one | year: |
Deferred tax asset | 409,057 | 691,298 | - | - |
Aggregate amounts | 15,639,905 | 13,509,602 |
Deferred tax asset |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Deferred tax | 409,057 | 701,682 | - | - |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | 224,280 | 199,614 |
Payments on account | 3,615,568 | 4,695,915 |
Trade creditors | 2,885,628 | 3,573,965 |
Amounts owed to group undertakings | - | - |
Tax | 322,172 | - |
Social security and other taxes | 3,439,696 | 2,771,443 |
Other creditors | 3,342,072 | 2,206,824 |
Accruals and deferred income | 4,883,024 | 5,422,422 |
18,712,440 | 18,870,183 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Bank loans (see note 18) | 3,057,493 | 3,264,847 |
Preference shares (see note 18) | 6,728,045 | 6,728,045 |
9,785,538 | 9,992,892 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 224,280 | 199,614 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 215,393 | 207,354 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 697,595 | 671,557 |
Amounts falling due in more than five | years: |
Repayable otherwise than by instalments |
Preference shares | 6,728,045 | 6,728,045 | 6,728,045 | 6,728,045 |
Repayable by instalments |
Bank loans - more than 5 years | 2,144,505 | 2,385,936 | - | - |
The directors have considered the terms and rights attached to the A preference shares and concluded that they need to be recognised as a liability in the balance sheet. |
A preference shares are non-redeemable and attract a cumulative dividend at a rate of 5% per annum. On the basis that they are non-redeemable, the liability in respect of these shares has been classified as falling due after more than five years. |
Details of shares shown as liabilities are as follows: |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
A Preference | £1 | 6,728,045 | 6,728,045 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
Group |
Non-cancellable | operating leases |
31.3.24 | 31.3.23 |
£ | £ |
Within one year | 16,558,340 | 16,584,831 |
Between one and five years | 68,319,276 | 69,594,155 |
In more than five years | 183,691,881 | 190,857,742 |
268,569,497 | 277,036,728 |
Leasing payments recognised as an expense in the financial statements amounted to £16,688,438 (2023 - £16,461,805). |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.3.24 | 31.3.23 |
£ | £ |
Bank loans | 3,281,773 | 3,464,461 |
Bank borrowings are secured by a fixed and floating charge over the assets of Alphacare Management Services No.2 Limited, including its freehold property. |
21. | FINANCIAL INSTRUMENTS |
Group | Company |
31.03.24 | 31.03.23 | 31.03.24 | 31.03.23 |
£ | £ | £ | £ |
Financial assets |
Financial assets that are debt instruments measured at amortised cost. |
12,781,747 |
9,686,068 |
45,426,200 |
20,123,868 |
12,781,747 | 9,686,068 | 45,426,200 | 20,123,868 |
Financial liabilities |
Financial liabilities measured at amortised cost |
21,120,542 |
21,395,717 |
47,835,756 |
35,253,527 |
21,120,542 | 21,395,717 | 47,835,756 | 35,253,527 |
Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings and other debtors. |
Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group companies, bank and other loans, directors' loan accounts, the value of preference shares issued, accruals and deferred income. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
22. | DEFERRED TAX |
Group |
£ |
Balance at 1 April 2023 | (701,682 | ) |
Charge to Income Statement during year | 292,625 |
Balance at 31 March 2024 | (409,057 | ) |
23. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
Ordinary | £1 | 105,200 | 200 |
105,000 ordinary shares were issued by way of a bonus issue from reserves on 11 September 2023. |
Ordinary shares carry voting rights, an entitlement to dividends as declared by the board and an entitlement to share in the capital of the company after all preference shares have been paid at their paid up value and after any arrears of preference dividends have been paid. |
Preference shares carry no voting rights, attract dividends at 5% per annum and a right to a return of capital equal to their paid up value. See note 18 for further details. |
24. | ULTIMATE PARENT COMPANY |
Khushi Holdings Limited (incorporated in Jersey ) is regarded by the directors as being the company's ultimate parent company. |
25. | CONTINGENT LIABILITIES |
The Company is providing certain wholly owned UK subsidiaries (as disclosed in note 33 and which are included within these Group consolidated financial statements) with guarantee of their respective debts in the form prescribed by Section 479C of the Companies Act 2006 ("The Act") such that they can claim exemption from requiring an audit in accordance with Section 479A of the Act. These guarantees cover all of the outstanding actual and contingent liabilities of these companies at 31 March 2024. |
26. | CAPITAL COMMITMENTS |
31.3.24 | 31.3.23 |
£ | £ |
Contracted but not provided for in the |
financial statements | - | - |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
27. | RELATED PARTY DISCLOSURES |
Minster Care Management Limited and Croftwood Care UK Limited have entered into 20 year leases with Impact Healthcare REIT Plc (Impact), the owner of certain care home properties operated by those entities. At 31 March 2024 the leases had an unexpired term of 13 years. During the period Minster Care Management Limited paid rent to Impact of £10,703,066 (2023 - £10,542,058) and Croftwood Care UK Limited paid £5,896,234 (2023 - £5,581,126). Mr Patel, Mr Alflatt and Mr Cowley are shareholders in both the parent of Minster Care Group Limited and in Impact Healthcare REIT Plc. |
During the period, Minster Care Management expensed £558,894 (2023 - £nil) on care home properties and Croftwood Care UK Limited expensed £513,375 (2023 - £nil) on care home properties. These sums are reimbursed by Impact Healthcare REIT Plc and rentalised. |
During the year Whitegate Ventures Limited charged, and was paid, £48,841 for consultancy and expenses (2023 - £33,676). At the year end, Minster Care Management Limited owed £10,470 (2023 - nil). Mr Patel and his son are directors of Whitegate Ventures Limited. |
Minster Care Management Limited leases its head office from Old Stables Harrow Limited (a company controlled by a trust settled by Mahesh Patel) for an annual rental of £60,000 (2023 - £60,000). |
During the year Minster Care Management Limited made advances and payments on behalf of Oaktree Care Limited, a company in which Mr Alflatt is a director and shareholder totalling £12,764 (2023 - £20,750). During the year the balance was repaid in full. At the year end Minster Care Management Limited was owed £nil (2023 - £61,889). |
During the period the company redeemed £nil (2023 - £2,694,026) of B preference shares issued to family members of Mr Patel. |
During the year Mr Patel, his spouse and Mr Alflatt transferred shares in Minster Care Group Limited to Khushi Holdings Limited, a newly established Jersey registered company and now the ultimate parent company, in exchange for shares or loan notes in Khushi Holdings Limited. During the year Minster Care Group Limited paid £200,740 of setup and transaction fees on behalf of Khushi Holdings Limited. A dividend of £262,500 was declared payable to Khushi holdings in the year, which remains outstanding at the year end. A balance of £61,760 remained payable to Khushi Holdings Limited at the year end. |
Minster Care Management Limited made short term working capital advances to Amicura Limited a company with the same ultimate parent. Total advances during the year were £429,860 (2023 - £338,738). At the year end Minster Care Management Limited was owed £38,605 (2023 - £Nil) by Amicura Limited. |
During the year Minster Care Group Limited advanced £3,000,000 to Amicura Limited. The loan is interest free, repayable on demand and remained outstanding at the year end. |
During the year Minster Care Group Limited advanced £190,000 to Diamond House Care Home Limited, a company controlled by family members of Mr Patel. The loan is interest free, repayable on demand and remained outstanding at the year end. |
During the year, Minster Care Management Limited entered into an agreement with Impact and Silverline Care (Impact) Limited (a company controlled by Mr Patel's spouse) and its subsidiaries to manage seven care homes operated under the Silverline brand in exchange for a management fee. At the year end, management fees of £192,000 had been accrued and remained unpaid. |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
The group has taken advantage of FRS 102 section 33.7A in relation to key management personnel compensation. |
Preference shares in Minster Care Group Ltd are held as follows: |
Party |
Relationship |
A Pref Shares |
Fort Trustees Ltd as trustee of the Mahesh & Alka Patel 2003 Trust |
M Patel family Trust | 202,887 |
Bilandor Investments Ltd | Investment company of M Patel family trust |
406,895 |
Wisteria Investments Ltd | Investment company of Patel family trust |
3,486,289 |
The Elm Trust | Trust in which family members of Mahesh Patel are beneficiaries |
254,787 |
John Alflatt | Director and shareholder | 383,832 |
Colin Farebrother | Director and shareholder | 156,342 |
Mahesh Patel | Director and shareholder | 1,837,013 |
6,728,045 |
A preference shares are non redeemable. |
28. | POST BALANCE SHEET EVENTS |
Since the reporting date, the group has disposed of the operational activities of five homes for a nominal |
sum, as part of an ongoing strategic review of operations. These homes contributed turnover in the year to |
31 March 2024 of £8,119,991 and a trading profit of £201,303. |
29. | ULTIMATE CONTROLLING PARTY |
Mahesh and Alka Patel are considered to be the ultimate controlling party by virtue of their interest in the shares of the company's parent and the ability to act in concert. |
30. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.3.24 | 31.3.23 |
£ | £ |
Profit before taxation | 6,626,915 | 2,829,297 |
Depreciation charges | 3,395,139 | 3,266,307 |
Loss on disposal of fixed assets | 59,619 | 119,068 |
Finance costs | 496,090 | 562,575 |
Finance income | (138,775 | ) | (12,932 | ) |
10,438,988 | 6,764,315 |
Decrease in inventories | 2,663 | 3,291 |
Decrease/(increase) in trade and other debtors | 431,061 | (1,143,831 | ) |
Decrease in trade and other creditors | (833,787 | ) | (1,547,808 | ) |
Cash generated from operations | 10,038,925 | 4,075,967 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
31. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 11,801,522 | 9,435,623 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 9,435,623 | 12,706,142 |
32. | ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 9,435,623 | 2,365,899 | 11,801,522 |
9,435,623 | 2,365,899 | 11,801,522 |
Debt |
Debts falling due within 1 year | (199,614 | ) | (24,666 | ) | (224,280 | ) |
Debts falling due after 1 year | (9,992,892 | ) | 207,354 | (9,785,538 | ) |
(10,192,506 | ) | 182,688 | (10,009,818 | ) |
Total | (756,883 | ) | 2,548,587 | 1,791,704 |
Minster Care Group Limited (Registered number: 10721304) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
33. | AUDIT EXEMPTION FOR SUBSIDIARIES |
For the period ended 31 March 2024 the following subsidiaries of the company were entitled to exemption from audit under S479A of the Companies Act 2006 relating to subsidiary companies: |
Subsidiary Name |
Companies House Registration Number |
Minster Care Management Limited | 03676785 |
Croftwood Care UK Limited | 10721289 |
Croftwood Care (Cheshire) Limited | 10265522 |
Alpha Care Management Services Limited | 05578087 |
Alphacare Management Services No.2 Limited | 05620557 |
Alpha Care Management Services No. 3 Limited | 09740080 |
Minster Care Ealing Limited | 12008357 |
Quarter Care Ltd | SC124088 |
Minster Care Services Limited | 12698486 |
Minster Care Cheaney Limited | 09896024 |
For the period ended 31 March 2024 the following subsidiaries of the company were entitled to exemption from audit under S480 of the Companies Act 2006 relating to subsidiary companies: |
Templecare Limited | 03074014 |
Dove Care Homes Limited | 02058163 |
Abbotsford Care Limited | 05761303 |
Downing (Barwell) Limited | 03901381 |
Willmotts Healthcare Limited | 04361380 |
Stansty House Ltd | 06769818 |
Daimler Green Care Home Limited | 05379712 |
Minster Haverhill Limited | 05886655 |
Mulberry Manor Ltd | 07315247 |
Croftwood Care Ltd | 06913844 |
Amberley Care Ltd | 09224572 |
Westhaven Care Ltd | 09224566 |
Minster Care Limited | 13403832 |