The directors present the strategic report and financial statements for the year ended 31 March 2024.
During the financial year the group faced challenges with occupancy due to a change in the eligibility criteria to qualify for Nursing Care funding and some changes in local application of funding systems. However, the group has continued to communicate with the Local Authority and ICB allowing us to work through issues together to achieve the best outcome for those in need in care.
The group's mission is to become the provider of choice in Cornwall through providing high quality care, enabling the individuals we support to enjoy a quality lifestyle in beautiful environments.
During the financial year, a group restructure was completed resulting in the ownership of the properties and existing debt being transferred to Property Companies.
The trading businesses, Swallowcourt Limited and Keelex 176 Limited commenced leasing of the care homes in August 2023.
Average occupancy for the year for the group was 172 (2023: 177), despite starting the year with 162 residents, by March the occupancy had increased to 176 and with an increased number of privately funded residents.
Other key measures that demonstrate performance for the company (on a consolidated basis) are:
| 2024 £ | 2023 £ |
Turnover | 14,234,389 | 13,149,422 |
Operating Profit | 395,435 | 591,624 |
Profit for the year | 16,979 | 315,380 |
The health and social care sector continues to struggle to recruit skilled and dedicated employees. This has led to an increased reliance on Agency workers over the last two years. The Group has a committed and highly capable HR and Training department who offer in person and ‘on the job’ training that sets us apart from other employers. The range and depth of training offered results in a highly skilled workforce who are confident in their abilities and able to manage complex residents and provide the best possible care.
The last two quarters of the year saw a strong recruitment campaign resulting in a large increase in new starters. The impact of the campaign will be seen in the first two quarters of 2024-25 as the recruitment, training and shadowing processes conclude.
Financial risk management objectives and policies
The nature of the group's operations exposes it to a level of liquidity and cash flow risk as changes in public sector processes and staff teams often result in payment delays. The company maintains a good relationship with funders to ensure issues are resolved at the earliest opportunity. In order to maintain parity in recruitment opportunities it is vital that care fees continue to be increased annually in line with Real Living Wage increases and inflation.
Private funders may rely on the sale of assets, such as property, to fund their care so, prior to residents being admitted they need to provide proof of funds to cover a minimum of two years fees and set up a Direct Debit. The group follows a Failed Debtor Policy to pursue its debtors.
Throughout 2023-24 the number of private fee payers increased, reducing the impact of changes to government funding, further affecting income. However, with less than half of the overall fees coming from private payers this still remains a risk. The recruitment of a Group Marketing Manager at the end of this financial year aims to further increase the proportion of private fee payers thus reducing the reliance on public funding streams.
The group is exposed to supply and labour price risk as a result of its operations. The group has a dedicated Contracts and Estates team who monitor and review spending on a regular basis as well as carrying out reviews of the Group’s suppliers.
The budget assumed inflation higher than expected to ensure that where there are increases in prices these could be absorbed. Costs are closely monitored and therefore spending can be adjusted accordingly to negate any unexpected price increases.
The group are on good terms with our suppliers and pay on time. To ensure our loan covenants are easily met, these are reviewed quarterly to reduce the risk of any credit issues.
Cash flow is monitored weekly, and we have alerts to ensure that any drop below our expected level is forecast in enough time to move or remove spending over which we have control.
Projects are planned around cash management and if there are any adjustments required project costs are moved accordingly.
Whilst we have significant loans, we can meet these repayments and the business would be able to sustain increases in inflation.
The Group’s dedicated Finance Team carry out a weekly review of cashflow and debtors as well as a monthly review of projected performance and spending alongside the Contracts and Estates Team.
The Group uses a range of key performance indicators, both financial and non-financial, to monitor its business.
Budgets are set annually by the Senior Management Team with the direct involvement of Home Management Teams and other budget holders. These are approved by the Board of Directors.
Detailed monthly management accounts are prepared comparing actual performance to budget on both the monthly and year to date basis. The Senior Management Team meet regularly to monitor and analyse performance for the group as well as meeting with individual budget holders.
The Directors and Lenders receive and review the monthly Group Management Information.
The trading companies carry out a regular review of key performance indicators both financial and non-financial.
Equality, Social and Governance developments.
There are a range of policies that set out expectations around equality and diversity including a zero-tolerance approach to discrimination, supportive and adaptive environments and identifies the processes through which these are implemented.
Staff are supported through a variety of measures including regular support meetings, appraisals, training support and the recent implementation of a focus on wellbeing.
Internal governance structures and reporting have been reviewed with an expectation that the new approach will give staff, residents and their communities greater opportunities to influence future organisational priorities.
Disabled persons
It is the policy of the group that the training, career development and promotion of disabled persons is equitable. Applications for employment by disabled persons are always fully considered, and reasonable adjustments are made to ensure equity in the workplace. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues.
Employee involvement
Opportunities to consult and discuss with employees, through meetings, informal conversations and staff surveys are currently used to for matters likely to affect employees' interests. Employee involvement in the Operating Company Board is then passed up to the Holding Company through the Board meetings.
Future developments
Priorities for this year include implementing the overall governance structure. This includes a comprehensive suite of KPIs, and focused meetings to complete and review the reporting from the Operating Companies' Board to the Property and Holdings Board. We continue to work closely with the ICB on provision of acute care services and end-of-life care services within the Swallowcourt homes work with the Care Home Support Team to enable clinical interventions within the care home setting and including planning, recognition and support within the care home setting. We have also introduced a pilot for nighttime monitoring using infrared and acoustic sensors.
Next year we look forward to implementing improved pain assessments using AI facial scanning, further training and development and progress in Dementia Care. We continue to identify and work towards our sustainability goals and the integration of our IT systems as well as enhancing and improving the environments for the residents.
We the directors of the company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:
The Board comprising of Simon Hopkins and Dorothy Keeley consider both individually and together that they act in a way that they consider in good faith which would be most likely to bring the success of the group. Along with Kim Pankhurst on the Board of the Operating companies, Directors work for the benefit of the members as a whole and with due regard to the stakeholders and matters set out in S172 (1) (a-f) of the Act) in decisions taken during the year.
The directors have regard amongst other matters to:
the likely consequences of any decision in the long term, reviewing these and ensuring that consideration is given to the longer term outcomes in any decision making processes.
the interests of the company's employees, ensuring that they are well treated, appropriately remunerated, and have systems and processes in place which both conform to the law and seek positive outcomes for employees’ well-being.
the need to foster the company's business relationships with suppliers, customers and others, working closely with companies in the vicinity as well as looking for best value.
the impact of the company's operations on the community and the environment, ensuring that there are good links with local people, activities and health care facilities and ensuring that the organisation is working towards reducing its carbon impact.
the desirability of the company to maintain a reputation for high standards of business conduct, by treating people fairly by being open and honest and for communicating on an ongoing basis with those who need to know how the business works.
the need to act fairly with members of the company by ensuring there are good and thorough HR processes and concerns and complaints are dealt with appropriately and in a timely manner.
Governance and consequences of decisions.
There are clear governance structures below the board which report on health and safety, monitor cynical performance and provide updates to the board on financial and HR matters. The company uses a range of key performance indicators to ensure oversight of all aspects of the business including finance, estates, HR quality and clinical and marketing matters. There are regular Quality Reviews which cover all of these aspects of the business at an Operational level, and progress on these is reported to the Board.
Both Swallowcourt Limited and Keelex 176 Limited have started work to record and report the carbon footprint of both companies. Due to the timing of this report, the energy consumption and carbon emissions data is not yet available.
Due to shared premises, employees and resources, the activity of all companies within the Swallowcourt Group, with the exception of Keelex 176 Limited, are included in the Swallowcourt Limited carbon and energy recording and reporting.
The Swallowcourt Group is committed to reducing it’s carbon footprint and has already taken steps to achieve this.
Payslips are now available to all staff electronically and only printed for those who request them.
The introduction of invoice processing and approval software as well as a move to electronic care plans has drastically reduced the paper used within the Group.
Electronic sign in devices will soon be installed to replace paper visitor books and allow for data capturing such as visitor feedback without the need for paper surveys.
A Grant has been awarded, to install solar panels on Keelex 176 Limited care homes. These will be installed during the financial year 2024-25.
A Better Futures committee will be formed in the first quarter of 2024-25 with the aim of promoting sustainability throughout the Swallowcourt group. This committee will aim to improve the future for our people, our community, our business and our environment.
On behalf of the board
The directors present their report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 12.
Dividends of £55,089 (2023: Nil) were paid during the year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company's policy is to consult and discuss with employees, through the employee forum and at meetings, matters likely to affect employees' interests.
Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
The auditor, RRL LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Swallowcourt Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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 and parent company in accordance with the ethical requirements that are relevant to our audit of the 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 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 group's and 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 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 our 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 except that the Streamlined Energy Carbon Reporting analysis, as required by the Streamlined Energy Carbon Reporting Regulation has been omitted.
In the light of the knowledge and understanding of the group and the parent company and their 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.
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
As part of our audit work, we obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the laws and regulations most significant to the company, as well as the laws and regulations that have a direct impact on the preparation of the financial statements are: the Companies Act 2006.
The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
Obtain an understanding of the legal and regulatory frameworks applicable to the group and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006 and the Care Quality Standards;
Review of the disclosures in the financial statements and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiries of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reviewing minutes of meetings and correspondence with regulators;
Performing audit work in connection with the risk of management override of controls, including testing journal entries for reasonableness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for potential bias.
We also communicate relevant identified laws and regulations and potential fraud risk to all engagement team members and remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit approach also considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud being in respect of cut off and completion risk around revenue recognition. Under ISA (UK) we are also required to undertake procedures to respond to the risk of management override of controls. Our procedures included the following:
Undertaking transactional testing on revenue
Performing reconciliation work from the resident management system to the nominal ledger to prove income in total between the different operating systems
Performing cut off testing on income
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business
Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making estimates.
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £263,204 (2023 - £74,558 loss).
Swallowcourt Holdings Limited (“the Company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is Peat House, Newham Road, TRURO, Cornwall, TR1 2DP.
The Group consists of Swallowcourt Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £263,204 (2023 - £74,558 loss).
The consolidated financial statements incorporate those of Swallowcourt Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business. Turnover is recognised when the company obtains the right to consideration as the services provided under contracts have been delivered. Where payments are received from residents in advance of services provided, the amounts are recorded as deferred income.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Property rented to a group entity is accounted for as tangible fixed assets as permitted by 16.4A of FRS102.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The key area of estimation uncertainty as assessed by management is the valuation of properties, where there has been no formal valuation at the year end and property values are based on management’s estimate.
There are no other key estimates or judgements which would have a material impact on the accounts.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
The number of directors for whom benefits are accruing under defined contribution pension schemes is 1 (2023: 1).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
Included in freehold land and buildings is land not depreciated of £25,000 (2023: £25,000).
The revaluation of freehold land and buildings was carried out by Christie & Co, Surveyors and Valuers as at 3 August 2021 based on an open market value. The valuation as at 31 March 2024 is as per the directors.
The historic cost of revalued land and buildings is £7,770,006 (2023: £7,672,506)
The revaluation surplus is disclosed in (note 27) Revaluation reserve.
All fixed assets have been pledged to secure borrowings of the group.
Details of the company's subsidiaries at 31 March 2024 are as follows:
Swallowcourt Trading Holdco Limited and Swallowcourt Property Holdco Limited are direct subsidiaries of the company. Swallowcourt Property Company Limited and Swallowcourt Property (Keelex 176) Limited are wholly owned subsidiaries of Swallowcourt Property Holdco Limited. Swallowcourt Limited and Keelex 176 Limited are wholly owned subsidiaries of Swallowcourt Trading Holdco Limited. Swallowcourt Home Care Limited is a wholly owned subsidiary of Swallowcourt Limited.
The bank loans are secured by fixed charges over the group's properties and guarantees from group companies.
The bank loans are over a term of 5 years at an interest rate of 2.45% over bank base rate with a final payment of the balance at the end of the loan term.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax liability set out above is not expected to reverse within the next 12 months.
Deferred income is included in the financial statements as follows:
Deferred grants consist of Infection Control Grants received from Cornwall Council.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
On 21 December 2023 the company reclassified its Ordinary share capital into Ordinary 'A', 'B', 'C', 'D', 'E', 'F', 'G', and 'H' shares. All share classes have entitlement to dividends. Ordinary 'A' and 'B' shares have voting rights.
The company has provided a guarantee to secure the indebtedness of its subsidiary undertakings to the subsidiaries' bankers. At 31 March 2024 the total indebtedness was £4,426,492 (2023: £2,857,777).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
Group
The group has taken advantage of the exemption from disclosing transactions with wholly owned group undertakings.
Loan interest was paid to D Keely (director) amounting to £17,068 (2023: £16,911) in the year. At the year end the group owed D Keely £392,433 (2023: £422,770).
Included in other debtors is a loan of £227,685 (2023: £227,685) to the Stephen Martin Keely Will Trust, a shareholder of Swallowcourt Holdings Limited. The loan is interest free and secured on the shares owned by the Trust in the company.
During the year the remaining 10% of Poldhu House was purchased by Swallowcourt Limited from Mrs Keely (director) for a market value of £97,500 as part of the group reorganisation.
Company
The company has taken advantage of the exemption from disclosing transactions with wholly owned group undertakings.
Loan interest was paid to D Keely (director) amounting to £13,735 (2023: £12,911) in the year. At the year end the company owed D Keely £392,433 (2023: £322,770).
The following directors had interest free loans during the year. The movement on these loan are as follows:
For the year ended 31 March 2024, the company entered into a liability limitation agreement with its auditors, the principal terms of which limit the liability of the auditors to £5,000,000 to relation to their responsibilities as auditors of the company. The date of the agreement was 5 June 2024.