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COMPANY REGISTRATION NUMBER: 09689041
Seacare Hospitality (UK) Limited
Consolidated Financial Statements
31 March 2024
Seacare Hospitality (UK) Limited
Financial Statements
Year ended 31 March 2024
Contents
Page
Officers and professional advisers
1
Strategic report
2
Directors' report
3
Independent auditor's report to the members
6
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16
Seacare Hospitality (UK) Limited
Officers and Professional Advisers
The board of directors
C C Leow
A Shankar
C T Lim
Z Ong
K H Hui
D K H Tan
V C Lee
W S R Wang
Registered office
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Auditor
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Strategic Report
Year ended 31 March 2024
The directors present their strategic report for the year ended 31 March 2024.
Review of the business
The principal activity of the company is that of a holding company. The principal activity of the group is that of hoteliers. The results for the year and financial position of the company and the group are shown in the consolidated financial statements. The group owned thirteen hotels in Cardiff, Cheltenham, Eastbourne, Manchester, Inverness, Leeds, Scarborough, Dundee, Dumfries, Carmarthen, Knowsley, Perth and Aberdeen throughout the year. During the year, three additional hotels were purchased in Ilfracombe, Portpatrick and Scarborough. All the hotels are within the United Kingdom. Following the easing of Covid 19 restrictions the hotels have now all reopened. The directors look forward to the group remaining profitable in the foreseeable future.
Environment
The group is committed to protecting the environment predominantly through recycling.
Principal risks and uncertainties
The group's principal risk is that of competitor price competition. In light of this the group's emphasis on service levels is key to retaining customers.
Future developments
The group is actively seeking opportunities to add to its hotel portfolio in the coming year and to invest into the existing portfolio where an adequate return on investment exists.
Financial instruments
The material financial instruments held by the groups are bank loans and loans from the parent company. The value of these are disclosed in notes 19 and 20 of the financial statements.
This report was approved by the board of directors on 25 October 2024 and signed on behalf of the board by:
C C Leow
Director
Registered office:
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Directors' Report
Year ended 31 March 2024
The directors present their report and the financial statements of the group for the year ended 31 March 2024 .
Directors
The directors who served the company during the year were as follows:
C C Leow
A Shankar
C T Lim
Z Ong
D K H Tan
V C Lee
W S R Wang
K H Hui
(Appointed 1 April 2023)
On 1 April 2023, K H Hui was appointed a director of the company.
Dividends
Particulars of recommended dividends are detailed in note 13 to the financial statements.
Employment of disabled persons
It is group policy to give full and fair consideration of applications made by disabled persons and to provide opportunities for the training and career development of disabled employees. If any employee becomes disabled it is standard practice, in almost all but the most extreme circumstances, to offer an alternative job and to provide re-training where necessary.
Employee involvement
The group has keen awareness of the need to attain high standards of customer care and service, by encouraging employees to promote the group's interests and to suggest ways in which customer satisfaction can be achieved and improved. Employees are kept informed of the performance and objectives of the group through management briefings. In addition, directors and senior management regularly visit hotels and and discuss with employees matters of interest and concern to the business.
Events after the end of the reporting period
There are no significant events after the end of the reporting period.
Disclosure of information in the strategic report
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulation 2013, the company has chosen to include the strategic report information as required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The directors have chosen to disclose information regarding the future developments and risks exposure of the company and group within their strategic report on page 2 of these consolidated annual report.
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law the directors have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these consolidated financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the consolidated 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 consolidated financial position of the company and enable them to ensure that the consolidated 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on 25 October 2024 and signed on behalf of the board by:
C C Leow
Director
Registered office:
Ground Floor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
Seacare Hospitality (UK) Limited
Independent Auditor's Report to the Members of Seacare Hospitality (UK) Limited
Year ended 31 March 2024
Opinion
We have audited the financial statements of Seacare Hospitality (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, 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 FRS 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; - the group and the parent financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards, the group financial statements Article 4 of the IAS regulation.
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 group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in the UK, including the FRC'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 consolidated financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated 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 group's or the parent 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. 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. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in 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 there is a material misstatement in the consolidated financial statements or a material misstatement of the other information. 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 strategic report and the directors' report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, the directors are responsible for the preparation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion. We obtained an understanding of the legal and regulatory frameworks within which the group and the parent company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 together with the UK adopted international accounting standards. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the parent company's and the group's ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the parent company and the group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation (GDPR), taxation legislation, and employment legislation. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors' and other management and inspection of regulatory and legal correspondence, if any. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within judgement and estimates, and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Council about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, and reading minutes of meetings of those charged with governance. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of nondetection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. 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.
Andrew Wadsworth FCCA
(Senior Statutory Auditor)
For and on behalf of
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate
Broadway Business Park
Chadderton
Oldham
OL9 9XA
25 October 2024
Seacare Hospitality (UK) Limited
Consolidated Statement of Comprehensive Income
Year ended 31 March 2024
2024
2023
Note
£
£
Turnover
4
23,286,464
25,385,295
Cost of sales
9,001,588
10,071,154
-------------
-------------
Gross profit
14,284,876
15,314,141
Distribution costs
2,374
Administrative expenses
8,329,251
7,993,409
-------------
-------------
Operating profit
5
5,955,625
7,318,358
Income from interests in associates
9
168,274
292,514
Other interest receivable and similar income
10
120,127
48,387
Interest payable and similar expenses
11
2,012,774
1,570,059
-------------
-------------
Profit before taxation
4,231,252
6,089,200
Tax on profit
12
1,355,602
1,285,853
------------
------------
Profit for the financial year and total comprehensive income
2,875,650
4,803,347
------------
------------
Profit for the financial year attributable to:
The owners of the parent company
1,805,364
3,233,988
Non-controlling interests
1,070,286
1,569,359
------------
------------
2,875,650
4,803,347
------------
------------
All the activities of the group are from continuing operations.
Seacare Hospitality (UK) Limited
Consolidated Statement of Financial Position
31 March 2024
2024
2023
Note
£
£
Fixed assets
Intangible assets
14
1,477,178
1,589,492
Tangible assets
15
46,385,568
41,842,412
Investments
16
293,371
125,097
-------------
-------------
48,156,117
43,557,001
Current assets
Stocks
17
115,477
92,766
Debtors
18
2,246,289
1,375,849
Cash at bank and in hand
3,089,418
8,450,647
------------
------------
5,451,184
9,919,262
Creditors: amounts falling due within one year
19
9,686,479
7,815,947
------------
------------
Net current (liabilities)/assets
( 4,235,295)
2,103,315
-------------
-------------
Total assets less current liabilities
43,920,822
45,660,316
Creditors: amounts falling due after more than one year
20
37,757,993
39,680,428
Provisions
Taxation including deferred tax
21
3,127,510
3,006,919
-------------
-------------
Net assets
3,035,319
2,972,969
-------------
-------------
Capital and reserves
Called up share capital
24
100
100
Profit and loss account
25
2,720,753
2,115,389
------------
------------
Equity attributable to the owners of the parent company
2,720,853
2,115,489
Non-controlling interests
314,466
857,480
------------
------------
3,035,319
2,972,969
------------
------------
These financial statements were approved by the board of directors and authorised for issue on 25 October 2024 , and are signed on behalf of the board by:
C C Leow
C T Lim
Director
Director
Company registration number: 09689041
Seacare Hospitality (UK) Limited
Company Statement of Financial Position
31 March 2024
2024
2023
Note
£
£
Fixed assets
Investments
16
8,900
7,100
Current assets
Debtors
18
27,147,712
18,147,343
Cash at bank and in hand
340,989
3,399,352
-------------
-------------
27,488,701
21,546,695
Creditors: amounts falling due within one year
19
328,950
318,952
-------------
-------------
Net current assets
27,159,751
21,227,743
-------------
-------------
Total assets less current liabilities
27,168,651
21,234,843
Creditors: amounts falling due after more than one year
20
25,135,929
20,821,632
-------------
-------------
Net assets
2,032,722
413,211
-------------
-------------
Capital and reserves
Called up share capital
24
100
100
Profit and loss account
25
2,032,622
413,111
------------
---------
Shareholders funds
2,032,722
413,211
------------
---------
The profit for the financial year of the parent company was £ 2,819,511 (2023: £ 2,196,369 ).
These financial statements were approved by the board of directors and authorised for issue on 25 October 2024 , and are signed on behalf of the board by:
C C Leow
C T Lim
Director
Director
Company registration number: 09689041
Seacare Hospitality (UK) Limited
Consolidated Statement of Changes in Equity
Year ended 31 March 2024
Called up share capital
Profit and loss account
Equity attributable to the owners of the parent company
Non-controlling interests
Total
£
£
£
£
£
At 1 April 2022
100
648,264
648,364
201,108
849,472
Profit for the year
3,233,988
3,233,988
1,569,359
4,803,347
----
------------
------------
------------
------------
Total comprehensive income for the year
3,233,988
3,233,988
1,569,359
4,803,347
Dividends paid and payable
13
( 1,840,500)
( 1,840,500)
( 839,500)
( 2,680,000)
Equity transaction
73,637
73,637
(73,487)
150
----
------------
------------
------------
------------
Total investments by and distributions to owners
( 1,766,863)
( 1,766,863)
( 912,987)
( 2,679,850)
At 31 March 2023
100
2,115,389
2,115,489
857,480
2,972,969
Profit for the year
1,805,364
1,805,364
1,070,286
2,875,650
----
------------
------------
------------
------------
Total comprehensive income for the year
1,805,364
1,805,364
1,070,286
2,875,650
Issue of shares
1,200
1,200
Dividends paid and payable
13
( 1,200,000)
( 1,200,000)
( 1,614,500)
( 2,814,500)
----
------------
------------
------------
------------
Total investments by and distributions to owners
( 1,200,000)
( 1,200,000)
( 1,613,300)
( 2,813,300)
----
------------
------------
------------
------------
At 31 March 2024
100
2,720,753
2,720,853
314,466
3,035,319
----
------------
------------
------------
------------
Seacare Hospitality (UK) Limited
Company Statement of Changes in Equity
Year ended 31 March 2024
Called up share capital
Profit and loss account
Total
£
£
£
At 1 April 2022
100
57,242
57,342
Profit for the year
2,196,369
2,196,369
----
------------
------------
Total comprehensive income for the year
2,196,369
2,196,369
Dividends paid and payable
13
( 1,840,500)
( 1,840,500)
----
------------
------------
Total investments by and distributions to owners
( 1,840,500)
( 1,840,500)
At 31 March 2023
100
413,111
413,211
Profit for the year
2,819,511
2,819,511
----
------------
------------
Total comprehensive income for the year
2,819,511
2,819,511
Dividends paid and payable
13
( 1,200,000)
( 1,200,000)
----
------------
------------
Total investments by and distributions to owners
( 1,200,000)
( 1,200,000)
----
------------
------------
At 31 March 2024
100
2,032,622
2,032,722
----
------------
------------
Seacare Hospitality (UK) Limited
Consolidated Statement of Cash Flows
Year ended 31 March 2024
2024
2023
£
£
Cash flows from operating activities
Profit for the financial year
2,875,650
4,803,347
Adjustments for:
Depreciation of tangible assets
1,113,386
1,136,374
Amortisation of intangible assets
112,314
114,309
Income from interests in associates
( 168,274)
( 292,514)
Other interest receivable and similar income
( 120,127)
( 48,387)
Interest payable and similar expenses
2,012,774
1,570,059
Tax on profit
1,355,602
1,285,854
Accrued (income)/expenses
( 105,112)
488,272
Impairment of trade debtor
2,475
Changes in:
Stocks
( 22,711)
17,765
Trade and other debtors
( 872,916)
( 617,107)
Trade and other creditors
( 700,727)
674,430
------------
------------
Cash generated from operations
5,482,334
9,132,402
Interest paid
( 1,990,123)
( 1,570,059)
Interest received
120,127
48,387
Tax paid
( 959,137)
( 300,171)
------------
------------
Net cash from operating activities
2,653,201
7,310,559
------------
------------
Cash flows from investing activities
Purchase of tangible assets
( 5,656,542)
( 2,430,290)
Dividends received
450,000
Equity transaction
150
------------
------------
Net cash used in investing activities
( 5,656,542)
( 1,980,140)
------------
------------
Cash flows from financing activities
Capital injection from non-controlling shareholders
1,200
Repayment of borrowings
( 6,864,580)
( 1,114,501)
Proceeds from loans from group undertakings
4,314,106
3,125,969
Proceeds from loans from participating interests
3,005,886
813,831
Dividends paid
( 2,814,500)
( 2,680,000)
------------
------------
Net cash (used in)/from financing activities
( 2,357,888)
145,299
------------
------------
Net (decrease)/increase in cash and cash equivalents
( 5,361,229)
5,475,718
Cash and cash equivalents at beginning of year
8,450,647
2,974,929
------------
------------
Cash and cash equivalents at end of year
3,089,418
8,450,647
------------
------------
Seacare Hospitality (UK) Limited
Notes to the Financial Statements
Year ended 31 March 2024
1. General information
The parent company is a private company limited by shares, registered in England and Wales. The address of the registered office is Ground Floor, 4 Broadgate, Broadway Business Park, Chadderton, Oldham, OL9 9XA.
2. Statement of compliance
These consolidated financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group's share of the results of associates made up to 31 March 2024. A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary. Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements. An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting. Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of of assets, liabilities or provisions for contingent liabilities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group's interest in the entity.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: i) Estimated life of goodwill acquired, ii) Estimated life of tangible assets.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Sales are recognised by reference to the occupancy date of the rooms let and all deposits received in advance are treated as deposits held on behalf of customers. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
(i)Translation and balance Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance (expense) / income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses) / gains’. (ii)Translation The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year-end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
5 to 20 years straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold property
-
50 years (excluding freehold land)
Long leasehold property
-
50 years
Plant and machinery
-
3 to 20 years straight line
Fixtures and fittings
-
3 to 20 years straight line
Motor vehicles
-
25% straight line
Equipment
-
3 to 20 years straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition. At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined benefits
The group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined benefit and defined contribution pension plans. i. Short term benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. ii. Defined contribution pension plans The group operates a number of country-specific defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
4. Turnover
Turnover arises from:
2024
2023
£
£
Sale of goods
5,367,123
7,671,702
Rendering of services
17,919,341
17,713,593
-------------
-------------
23,286,464
25,385,295
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Operating loss
Operating profit or loss is stated after charging/crediting:
2024
2023
£
£
Amortisation of intangible assets
112,314
114,309
Depreciation of tangible assets
1,113,386
1,136,375
Impairment of trade debtors
2,475
Foreign exchange differences
( 28,034)
55,272
------------
------------
6. Auditor's remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
38,565
53,689
--------
--------
7. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2024
2023
No.
No.
Management staff
22
20
Number of hotel staff
331
369
----
----
353
389
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2024
2023
£
£
Wages and salaries
5,406,229
5,970,344
Social security costs
320,590
263,988
Other pension costs
84,938
82,074
------------
------------
5,811,757
6,316,406
------------
------------
Not included in the average number of employees are 57 employees (2023: 56 employees), employed by Compass Seacare Holdings Limited and its subsidiary. Compass Seacare Holdings Limited is accounted for proportionally under the equity accounting rules rather than fully consolidated within these consolidated financial statements.
8. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2024
2023
£
£
Remuneration
58,728
59,904
--------
--------
9. Income from interests in associates
2024
2023
£
£
Income from interests in associates
168,274
292,514
---------
---------
10. Other interest receivable and similar income
2024
2023
£
£
Interest on loans and receivables
66,171
45,305
Interest on cash and cash equivalents
53,956
3,082
---------
--------
120,127
48,387
---------
--------
11. Interest payable and similar expenses
2024
2023
£
£
Interest on banks loans and overdrafts
1,173,899
Interest due to group undertakings
717,738
637,534
Other interest payable and similar charges
121,137
932,525
------------
------------
2,012,774
1,570,059
------------
------------
12. Tax on profit
Major components of tax income
2024
2023
£
£
Current tax:
UK current tax income
1,244,180
974,323
Adjustments in respect of prior periods
( 9,170)
------------
---------
Total current tax
1,235,010
974,323
------------
---------
Deferred tax:
Origination and reversal of timing differences
120,592
311,530
------------
------------
Tax on profit
1,355,602
1,285,853
------------
------------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).
2024
2023
£
£
Profit on ordinary activities before taxation
4,231,252
6,089,200
------------
------------
Profit on ordinary activities by rate of tax
1,057,813
1,156,948
Adjustment to tax charge in respect of prior periods
( 9,170)
Effect of expenses not deductible for tax purposes
656
215,920
Effect of capital allowances and depreciation
( 29,291)
( 376,446)
Utilisation of tax losses
( 5,460)
11,758
Unused tax losses
234,650
Deferred taxation movement
120,592
311,530
Goodwill amortisation
27,881
21,719
Share of Associates profit
(42,069)
(55,576)
------------
------------
Tax on profit
1,355,602
1,285,853
------------
------------
13. Dividends
2024
2023
£
£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
1,200,000
1,840,500
------------
------------
14. Intangible assets
Group
Goodwill
£
Cost
At 1 April 2023 and 31 March 2024
2,266,182
------------
Amortisation
At 1 April 2023
676,690
Charge for the year
112,314
------------
At 31 March 2024
789,004
------------
Carrying amount
At 31 March 2024
1,477,178
------------
At 31 March 2023
1,589,492
------------
The company has no intangible assets.
15. Tangible assets
Group
Land and buildings
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2023
42,434,308
922,663
4,038,315
10,392
47,405,678
Additions
4,382,210
49,549
1,224,783
5,656,542
-------------
---------
------------
--------
-------------
At 31 March 2024
46,816,518
972,212
5,263,098
10,392
53,062,220
-------------
---------
------------
--------
-------------
Depreciation
At 1 April 2023
2,978,204
330,771
2,243,899
10,392
5,563,266
Charge for the year
565,175
70,366
477,845
1,113,386
-------------
---------
------------
--------
-------------
At 31 March 2024
3,543,379
401,137
2,721,744
10,392
6,676,652
-------------
---------
------------
--------
-------------
Carrying amount
At 31 March 2024
43,273,139
571,075
2,541,354
46,385,568
-------------
---------
------------
--------
-------------
At 31 March 2023
39,456,104
591,892
1,794,416
41,842,412
-------------
---------
------------
--------
-------------
The company has no tangible assets.
16. Investments
Group
Interests in associates
£
Share of net assets/cost
At 1 April 2023
125,097
Share of profit or loss
168,274
---------
At 31 March 2024
293,371
---------
Impairment
At 1 April 2023 and 31 March 2024
---------
Carrying amount
At 31 March 2024
293,371
---------
At 31 March 2023
125,097
---------
Company
Shares in group undertakings
£
Cost
At 1 April 2023
7,100
Additions
1,800
-------
At 31 March 2024
8,900
-------
Impairment
At 1 April 2023 and 31 March 2024
-------
Carrying amount
At 31 March 2024
8,900
-------
At 31 March 2023
7,100
-------
Subsidiaries, associates and other investments
Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Seacare Compass Manchester Limited
Ordinary
70
Seacare Leeds Limited
Ordinary
100
Seacare Inverness Limited
Ordinary
100
Scorpio Hotel Management Limited
Ordinary
100
Seacare Scarborough Limited
Ordinary
100
Seacare Compass Dundee Limited
Ordinary
60
Chariet Limited
Ordinary
100
Planetridge Limited
Ordinary
60
Seacare Compass (C & D) Limited
Ordinary
70
Seacare Compass Carmarthen Limited
Ordinary
70
Bruce Holdings Limited
Ordinary
70
Suites Hotel Holding Limited
Ordinary
70
Suites Hotel Knowsley Limited
Ordinary
70
Seacare Compass Perth Limited
Ordinary
55
Seacare Compass Aberdeen Limited
Ordinary
55
Seacare Compass Ilfracombe Limited
Ordinary
60
Seacare Compass Portpatrick Limited
Ordinary
60
Seacare Compass Scarborough Limited
Ordinary
60
Other significant holdings
Compass Seacare Holdings Limited
Ordinary
30
The registered office of Planetridge Limited is Queens Hotel, 160 Nethergate, Dundee, Scotland, DD1 4DU.
The registered office of Bruce Holdings Limited is Station Hotel, 49 Lovers Walk, Dumfries, Scotland, DG1 1LT.
For all other group companies the registered office is Ground Floor, 4 Broadgate, Broadway Business Park, Chadderton, Oldham, OL9 9XA.
17. Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
115,477
92,766
---------
--------
----
----
18. Debtors
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade debtors
300,421
773,243
652
Amounts owed by group undertakings
26,279,814
15,891,064
Amounts owed by undertakings in which the company has a participating interest
867,370
867,370
1,516,599
Prepayments and accrued income
204,075
589,251
528
739,028
Other debtors
874,423
13,355
------------
------------
-------------
-------------
2,246,289
1,375,849
27,147,712
18,147,343
------------
------------
-------------
-------------
19. Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
566,452
1,194,491
Trade creditors
871,973
1,474,170
Amounts owed to undertakings in which the company has a participating interest
5,530,158
2,524,272
Accruals and deferred income
1,058,041
1,163,153
328,950
318,952
Corporation tax
1,211,977
936,104
Social security and other taxes
83,119
234,302
Other creditors
364,759
289,455
------------
------------
---------
---------
9,686,479
7,815,947
328,950
318,952
------------
------------
---------
---------
The bank loans and overdrafts are secured. For details of security held see note 20.
20. Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
12,615,791
18,852,332
Amounts owed to group undertakings
25,142,202
20,828,096
25,135,929
20,821,632
-------------
-------------
-------------
-------------
37,757,993
39,680,428
25,135,929
20,821,632
-------------
-------------
-------------
-------------
The bank loans are repayable by instalments and interest is charged at between 2%pa and 2.45% over bank base rate. The loans are secured by fixed and floating charges over the assets of the group.
21. Provisions
Group
Deferred tax (note 22)
£
At 1 April 2023
3,006,919
Additions
120,591
------------
At 31 March 2024
3,127,510
------------
The company does not have any provisions.
22. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Included in provisions (note 21)
3,127,510
3,006,919
------------
------------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2024
2023
2024
2023
£
£
£
£
Accelerated capital allowances
951,171
873,384
839,659
Revaluation of tangible assets
2,176,339
2,133,535
2,176,339
------------
------------
------------
----
3,127,510
3,006,919
3,015,998
------------
------------
------------
----
23. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 84,938 (2023: £ 82,074 ).
24. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 1 each
100
100
100
100
----
----
----
----
25. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
26. Analysis of changes in net debt
At 1 Apr 2023
Cash flows
At 31 Mar 2024
£
£
£
Cash at bank and in hand
8,450,647
(5,361,229)
3,089,418
Debt due within one year
(3,718,763)
(2,377,847)
(6,096,610)
Debt due after one year
(39,680,428)
1,922,435
(37,757,993)
-------------
------------
-------------
( 34,948,544)
( 5,816,641)
( 40,765,185)
-------------
------------
-------------
27. Related party transactions
Group
During the year the group paid interest of £717,738 (2023: £545,930) interest to Seacare Holdings Pte Limited the parent company. The balances due to the parent company Seacare Holdings Private Limited at 31 March 2024 was £25,063,192 (2023: £20,330,798). Amounts due to other group companies at 31 March 2024 were £77,595 (2023: £489,377) to Seacare Hospitality Private Limited, £672 (2023: £696) to Seacare Foundation Pte Ltd and £743 (2023: £NIL) to Seacare Properties Pte Limited. During the year the group received interest of £66,171 (2023: £45,305) from Compass Seacare Holdings Limited. Seacare Hospitality (UK) Limited has a 30% holding in that company. The balance due from that company at 31 March 2024 was £867,370 (2023: £801,376). During the year the group paid interest of £101,120 (2023: £74,070) to CH Holdings Limited. At 31 March 2024 the group owed to CH Holdings Limited Group £4,924,400 (2023: £2,798,492). CH Holdings Limited is a non-controlling interest in Seacare Compass Manchester Limited, Seacare Compass Dundee Limited, Seacare Compass (C & D) Limited, Suites Hotel Holding Limited, Seacare Compass Perth Limited, Seacare Compass Aberdeen Limited, Seacare Compass Ilfracombe Limited, Seacare Compass Portpatrick Limited and Seacare Compass Scarborough Limited as well as the majority shareholder in Compass Seacare Holdings Limited. During the year the group paid interest of £6,822 (2023: £6,032) to SPCS Consultancy Private Limited. As at 31 March 2024, the group owed SPCS Consultancy Private Limited £209,900 (2023:£253,287). SPCS consultancy Private Limited is a non-controlling interest in Suites Hotel Holding Limited. During the year the group paid interest £12,763 (2023: £11,501) to K2 Union Hospitality Limited. As at 31 March 2024, the group owed K2 Union Hospitality Limited £395,858 (2023:£415,200). K2 Union Hospitality Limited is a non-controlling interest in Seacare Compass Perth Limited and Seacare Compass Aberdeen Limited.
Company
During the year the company paid interest of £717,738 (2023: £545,930) interest to Seacare Holdings Pte Limited the parent company. The balances due to the parent company Seacare Holdings Private Limited at 31 March 2024 was £25,063,192 (2023: £20,330,798). Amounts due to other group companies at 31 March 2024 were £71,322 (2023: £489,377) to Seacare Hospitality Private Limited and £672 (2023: £696) to Seacare Foundation Pte Ltd. During the year the company received interest of £66,171 (2023: £45,305) from Compass Seacare Holdings Limited. Seacare Hospitality (UK) Limited has a 30% holding in that company. The balance due from that company at 31 March 2024 was £867,370 (2023: £801,199).
Seacare Hospitality (UK) Limited
Notes to the Financial Statements (continued)
Year ended 31 March 2024
28. Controlling party
The parent company is Seacare Holdings Private Limited, a company incorporated in Singapore.