Registered number:
FOR THE YEAR ENDED 31 AUGUST 2023
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ST MATTHEWS HOLDINGS LIMITED
COMPANY INFORMATION
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ST MATTHEWS HOLDINGS LIMITED
CONTENTS
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ST MATTHEWS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
The directors present the Stategic Report and financial statements for the year ended 31 August 2023.
The principal activity of the Company continued to be that of a intermediate holding company.
The Company is an intermediate holding company with no trading activity. As a result the directors do not believe there are any principal risks or uncertainties to report.
The Company is an intermediate holding company with no trading activity. As a result the directors do not believe there are any financial or non financial key performance indicators to report.
The financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation and consider that the Group has sufficient resources to continue in operations for the foreseeable future. The directors do, however, acknowledge that uncertainty around the timing of re-admissions due to the delayed rating report of The Broomhill Hospital (caused by internal IT technical issues within CQC) and the maturity of the loan liabilities falling due within one year, may be perceived as material uncertainties that may cast some doubt on the ability of the group to continue as a going concern. Further details of this assessment can be found in note 2.3 of the financial statements.
The Company is an intermediate holding company with no trading activity. The directors believe this to be continuing.
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ST MATTHEWS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
Section 172(1) Statement
The Board of Directors always consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members, having regard to the stakeholders and matters set out in s172(1) (a) - (f) of the Companies Act 2006 in the decisions taken during the year ended 31 August 2023. Our plan is designed to have long-term beneficial impact on the Group and to contribute to its success in delivering a high quality of service across all our business divisions. Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations in the way we conduct our business. Engagement with suppliers and customers is also key to our success, taking appropriate action where necessary, to prevent involvement in modern slavery, corruption, bribery, and breaches of competition law. Our plan considers the impact of the Group's operations on the community and environment and our wider social responsibilities, and how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local concerns. As the Board of Directors, our intention is to behave in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both construction and delivery of our plan, that reflects our values, beliefs, and culture. We will also behave responsibly towards all our enlightened shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan. Details and examples of actions taken by the Directors during the year to promote the success of the Group are detailed in the principal activity and business review and principal risks and uncertainties sections of this report.
This report was approved by the board and signed on its behalf.
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ST MATTHEWS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
The directors present their report and the financial statements for the year ended 31 August 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
The Group strives to provide a high quality service to both our service users and funders. This is delivered through the comprehensive and extensive quality management systems that support all aspects of the Groups delivery. The recruitment, retention and training processes are designed to ensure our staff are equipped to provide highest quality of service to support the needs of our service users. The Group consults regularly with its customers through surveys as well as receiving feedback directly from communications with our employees.
Our suppliers are fundamental to our ability to deliver safe and quality care. The Group aims to develop open and honest communication with its key suppliers to ensure the relationships are mutually beneficial and support the needs of our service users.
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ST MATTHEWS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
In accordance with Section 414c (ii) of the Companies Act 2006, the Directors have chosen to include the following item in the Strategic report:
- Future developments
A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting.
This report was approved by the board and signed on its behalf.
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ST MATTHEWS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST MATTHEWS HOLDINGS LIMITED
We have audited the financial statements of St Matthews Holdings Limited (the 'Company') for the year ended 31 August 2023, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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).
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.
We draw attention to Note 2.3 in the financial statements, which indicates that the group, which this entity belongs to, received an Inadequate Care Quality Commission rating in February 2024, resulting in the inactivity of admissions for the largest care facility. This note also refers to the bank loan facility terms which extend to a period of fewer than twelve months
As stated in Note 2.3, these events or conditions, along with other matters as set forth in Note 2.3, 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 directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ST MATTHEWS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST MATTHEWS HOLDINGS LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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ST MATTHEWS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST MATTHEWS HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
- Enquiry of management around actual and potential litigation and claims;
- Enquiry of staff 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 review of accounting estimates for bias; - Reviewing financial statement disclosures and testing 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.
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
Northampton, United Kingdom
Date:
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
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ST MATTHEWS HOLDINGS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 AUGUST 2023
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ST MATTHEWS HOLDINGS LIMITED
REGISTERED NUMBER: 07714484
BALANCE SHEET
AS AT 31 AUGUST 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 15 form part of these financial statements.
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
St Matthews Holdings Limited is a private company limited by shares, incorporated in England and Wales, registered number 07714484. The registered office is Boughton House, Holdenby Road, Spratton, Northampton, NN6 8LD.
The functional and presentational currency of the Company and the Group is pounds sterling (£) and rounded to the nearest £.
2.Accounting policies
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 Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Seebeck 122 Limited as at 31 August 2023 and these financial statements may be obtained from Companies House.
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation and consider that the Company has sufficient resources to continue in operations for the foreseeable future. To support this consideration, the Directors have prepared budgets for the coming 12 months as well as forecasts of future performance (which include future cash flows). These budgets and forecast have reflected not only the increased occupancy anticipated but also other regulatory and governmental challenges as well as staff investment needed to meet the expected growth of occupancy. The mitigating actions being undertaken in response to Care Quality Commission (CQC) and local Integrated Care Board (ICB) inspections, have been critical in the assumptions used in the evaluation of future occupancy and therefore performance. In particular, the Directors have assessed, conservatively, the growth in occupancy of its largest hospital facility, The Broomhill Hospital, following its re-rating by CQC to “Requires Improvement”.
Despite the current actions being taken and the comments below, the directors do, however, acknowledge that uncertainty around the timing of re-admissions due to the delayed rating report of The Broomhill Hospital (caused by internal IT technical issues within CQC) and the maturity of the loan liabilities falling due within one year, may be perceived as material uncertainties that may cast some doubt on the ability of the company to continue as a going concern. However, the Directors believe strongly that there is sufficient evidence to support their confidence that these challenges can be met. (i) The Directors have an expectation to see admissions commence following the circulation of an open letter from the Chief Nursing Officer of the local ICB to all stakeholders. They have confirmed the unexpected serious IT challenges being faced by CQC (who acknowledged this occurrence and impact) in publishing the new report on their portal. This communication intervention has not only seen an increase in discussions about referral of new cases for Broomhill but also paved a pathway for long term strategic collaborative partnerships. New placements are now being approved for admission by the respective funders. Furthermore, a clear timeline and phases of admissions was identified by them, confirming the importance of this hospital to the ICB and their continued support of Broomhill. (ii) With the backing from and relationship with their banks, the Directors strongly believe that these facilities will be renegotiated to beyond the current terms and point to a number of important key factors: (a) the support being provided by the banks in refinancing its facilities over the last few years and (b) the continued support being provided as evidenced in the latest agreed refinancing of the existing facility agreement, provided to align with the Group’s current needs. On this basis, and having given due regards to the main issues, the Directors continue to believe that the going concern basis of accounting in preparing the financial statements remains appropriate.
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
2.Accounting policies (continued)
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
The Company is a party to a composite bank guarantee in respect of all borrowing of the Seebeck 122
group (comprising St Matthews Holdings Limited, St Matthews Limited, St Matthews (West) Limited and St Matthews (North) Limited) advanced by Santander bank. At the balance sheet date such borrowing amounted to £22.3 million (2022 - £22.7 million).
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ST MATTHEWS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
The ultimate parent undertaking is Seebeck 122 Limited, a limited liability company registered in England and Wales. This ultimate parent company heads both the smallest and largest group for which consolidated financial statements containing the results and position of the Company are prepared and copies of these can be obtained from Seebeck 122 Limited's registered office at Boughton House, Holdenby Road, Spratton, Northampton, NN6 8LD.
In the opinion of the directors there is no ultimate controlling party of St Matthews Holdings Limited.
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