Registration number:
for the
Year Ended
Eden Futures Topco Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Eden Futures Topco Limited
Company Information
Directors |
D Dalli C I Echtle H L Stokes W C Wright |
Registered office |
|
Auditors |
|
Eden Futures Topco Limited
Strategic Report for the Year Ended 31 March 2024
The directors present their strategic report for the year ended 31 March 2024.
Principal activity
The principal activity of the company is as a holding company.
The principal activity of the group is providing services for people with disabilities and support needs at all stages of their care pathway from supported living through to support under the Mental Health Act.
Fair review of the business
The results for the period are set out in the financial statements presented. The directors consider the results for the period and the financial position of the group at the period end to be satisfactory.
The financial KPIs that are principally used to monitor the business are EBITDA, Gross profit %, and average weekly fee.
Non financial measures are principally occupancy and staffing level versus hours contracted.
In the year ended 31 March 2024, average weekly fee was £1,397, a £158 increase on the prior year, driven by a combination of local authority fee increases (average of c.7.6%), and a positive churn where service users who leave are replaced with service users yielding a higher average weekly fee. Eden Futures continue to work proactively with Commissioners to ensure that fee increases effected each April are sufficient to cover the increase in costs attributed to wage inflation driven by National Living Wage increases.
Average occupancy in the year ended 31 March 2024 was 687 (2023: 659), the net increase being driven by the new services opened in the period.
Principal risks and uncertainties
Financial risk management
The group is funded by a combination of loan notes and bank borrowings. As at 31 March 2024, borrowings include loan notes of £24.5m and bank borrowings of £25m.
The bank borrowings are subject to a fixed margin plus SONIA which is subject to market fluctuations. Following an assessment of interest rates the Board has elected not to put hedging arrangements in place in relation to the variable bank interest but the Board will keep this policy under review.
Liquidity risk
The group seeks to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely. Cash flow is forecast on a daily basis to monitor the group’s liquidity position.
The group’s principal sources of income are Local Authorities and NHS Independent Commissioning Boards, meaning monthly cash inflows are highly predictable.
Eden Futures Topco Limited
Strategic Report for the Year Ended 31 March 2024
Section 172 Statement
The directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The group has considered the long-term strategy of the business below and consider that this strategy will continue to deliver long term success to the business and its stakeholders.
The group recognises the importance of engagement with key stakeholders as outlined below.
The group is committed to delivering high quality care and support with currently all services being rated ‘Good’ by CQC.
The directors seek to actively engage with Local Authorities and NHS Independent Commissioning Boards both around existing services as well as ensuring complete ‘buy-in’ for all new developments.
A number of services users are employed as Experts Partners and in this they carry out a number of duties including taking part in Quality Audits and interviewing prospective employees.
The directors engage with employees through our Integrated Governance process where matters discussed at Executive Team meetings are cascaded to all employees in the group through group supervisions. We have established an 'Eden Influencers' programme whereby Support Workers and other team members meet with the Chief Executive Officer and Head of HR to discuss matters affecting them.
The directors regularly engage with its larger Housing Provider partners to discuss matters of mutual interest including repairs and maintenance of Apartments/Houses, any tenant related issues and future developments.
When designing new developments we work closely with Housing Provider partners to ensure that steps are taken to minimise environmental impact including -
• Energy efficient lighting and insulation installed
• Sites are situated close to transport links and bike shelters installed where possible to minimise dependence on cars
• New developments are generally redevelopments of existing housing or built on brownfield sites
Strategy
The group's primary area of activity was supporting adults with learning disabilities, autism or Mental Health illnesses in independent supported living environments.
The group’s strategy is to support more people living with complex learning disabilities, autism or mental health illnesses with high quality care. In order to do this it is vital that we recruit, train and retain a high calibre team of Support Workers and Managers in all areas that we operate.
The group’s strategy is to grow, increase the number of units by about 10% each year whilst ensuring that we maintain high quality levels of care and support.
Approved by the
Director
Eden Futures Topco Limited
Directors' Report for the Year Ended 31 March 2024
The directors present their report and the for the year ended 31 March 2024.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Financial instruments
Objectives and policies
The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments are such that they are not subject to price risk or liquidity risk.
The group has sufficient financial resources available and continues to trade profitably at EBITDA level generating cash. The directors have prepared forecasts for the next 12 months that indicate that these trends will continue. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Carbon and energy reporting
Change in Emissions
The base year is reported as the calendar year 2021, since the group's carbon data is based on the calendar year rather than financial year, the data below is for 2023 with a comparative year of 2022.
Approach
The assessment has been undertaken with consideration of the methodology presented within British Standard BS EN ISO 14064-1:2019 Greenhouse gases Part 1: Specification with guidance at the organisation level for quantification and reporting of greenhouse gas emissions and removals. The figures stated below contains a degree of estimation.
We have used the financial control approach.
Eden Futures Topco Limited
Directors' Report for the Year Ended 31 March 2024
Operational Scopes
We have measured our scope 1, scope 2 and scope 3 emissions. Electricity and gas are the primary utilities used. Scope 1 emissions include company owned vehicles, whilst fuel usage has been calculated in scope 3 emissions as an indirect cost for staff using their own vehicles.
Scope 1 emissions consists of natural gas usage from buildings and company owned vehicles.
Scope 2 emissions consists only of electricity usage from buildings.
Measured scope 3 emissions are from waste disposal, indirect costs of employee's commuting in their own vehicles and other sundry emissions such as water/paper usage and indirect costs of employee's working from home. In an effort to continually improve the accuracy and visibility of Eden’s list of emissions, well to tank emissions have been incorporated into the current assessment. Well to tank emissions are upstream Scope 3 emissions associated with extraction, refining and transportation of the raw fuel sources to an organisation’s site (or asset), prior to their combustion.
Table 1 shows the breakdown of carbon emissions by scope for the calendar year 2023 and 2022.
CY 2023 |
CY 2022 |
||||
tCO2e |
% |
tCO2e |
% |
||
Scope 1 |
51.5 |
3.1% |
41.95 |
3.9% |
|
Natural Gas |
43.3 |
2.6% |
38.13 |
3.5% |
|
Company Vehicles |
8.2 |
0.5% |
3.82 |
0.4% |
|
Scope 2 |
52.1 |
3.2% |
32.94 |
3.1% |
|
Electricity |
52.1 |
3.2% |
32.94 |
3.1% |
|
Scope 3 |
1541.0 |
93.7% |
1003.97 |
93.1% |
|
Sundry scope 3 emissions |
33.5 |
2.0% |
9.81 |
0.9% |
|
Waste disposal |
406.0 |
24.7% |
21.85 |
2.0% |
|
Employee commuting |
699.0 |
42.5% |
922.96 |
85.5% |
|
Well to tank |
319.1 |
19.4% |
0.0 |
0.0% |
|
Homeworking |
63.4 |
1.2% |
20.5 |
1.9% |
|
Fuel usage for private owned vehicles |
63.4 |
3.9% |
49.35 |
4.6% |
|
Gross Total |
1644.6 |
100% |
1078.86 |
100% |
In 2022, benchmarks were used to calculate average commute by method of transportation and then multiplied by the amount of FTE who were commuting. Eden Futures has since conducted a survey to understand its employees’ commuting habits and this data has resulted in a reduction in associated greenhouse gas emissions.
Intensity ratios and targets
An overall intensity ratio of Gross Scope 1, Scope 2, and Scope 3 emissions per employee has been calculated for the base year. This will allow comparison and benchmarking with similar organisations and drives energy reduction goals.
The intensity ratio was calculated at 1.32 CO2e per employee (2022: 1.04 tonnes CO2e). The increase year on year is attributable to the inclusion of the well to tank emissions. On a like for like basis the intensity ratio would be 1.06 CO2e per employee, which is in line with 2022.
Carbon Reduction Initiatives
Eden are committed to reducing emissions. Plans that are complete include energy efficient lighting, a review of the office estate and a revised approach to waste recycling in offices, whilst Plans plans that are currently in place including process are:
• Reviewing company vehicle fleet.
• Review green transport alternatives.
Eden Futures Topco Limited
Directors' Report for the Year Ended 31 March 2024
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Eden Futures Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Eden Futures Topco Limited
Independent Auditor's Report to the Members of Eden Futures Topco Limited
Opinion
We have audited the financial statements of Eden Futures Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 financial statements, 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 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 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.
Eden Futures Topco Limited
Independent Auditor's Report to the Members of Eden Futures Topco Limited
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
Eden Futures Topco Limited
Independent Auditor's Report to the Members of Eden Futures Topco Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at 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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Eden Futures Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating profit before exceptional items |
3,160 |
2,387 |
|
Exceptional items |
(303) |
(306) |
|
Operating profit after exceptional items |
|
|
|
Interest payable and similar charges |
( |
( |
|
Loss before tax |
( |
( |
|
Taxation |
( |
( |
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Eden Futures Topco Limited
(Registration number: 13447848)
Consolidated Balance Sheet as at 31 March 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
5,010 |
3,791 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
51,453 |
51,263 |
||
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Profit and loss account |
( |
( |
|
Total equity |
( |
( |
|
Total capital, reserves and long-term liabilities |
41,644 |
45,490 |
Approved and authorised by the
Director
Eden Futures Topco Limited
(Registration number: 13447848)
Balance Sheet as at 31 March 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors: Amounts falling due within one year |
1 |
- |
|
Debtors: Amounts falling due after more than one year |
4 |
4 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Profit and loss account |
( |
(54) |
|
Total equity |
|
|
The company made a loss after tax for the financial year of £14,000 (2023 - £4,000)
Approved and authorised by the
Director
Eden Futures Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2024
Equity attributable to the parent company
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 April 2023 |
|
|
( |
( |
Loss for the year |
- |
- |
( |
( |
At 31 March 2024 |
|
|
( |
( |
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 April 2022 |
|
|
( |
( |
Loss for the year |
- |
- |
( |
( |
At 31 March 2023 |
|
|
( |
( |
Eden Futures Topco Limited
Statement of Changes in Equity for the Year Ended 31 March 2024
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 April 2023 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
At 31 March 2024 |
|
|
( |
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 April 2022 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
At 31 March 2023 |
|
|
( |
|
Eden Futures Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2024
Note |
2024 |
2023 |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
|
||
Working capital adjustments |
|||
Increase in trade and other debtors |
( |
( |
|
Increase in trade and other creditors |
|
|
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Acquisitions of tangible assets |
( |
( |
|
Acquisition of intangible assets |
( |
- |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
Cash and cash equivalents at 31 March |
5,010 |
3,791 |
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £14,000 (2023 - £4,000).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover represents the amounts receivable during the year for the provision of care services. Where the amount received relates to a period which covers the balance sheet date, that amount is apportioned over the period to which it relates.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Furniture, fixtures and fittings |
10-33% straight line/reducing balance |
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Development costs are initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
Straight line over 20 years |
Computer software |
Straight line over 5 years |
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
2024 |
2023 |
|
Rendering of services |
|
|
Rental income |
|
|
|
|
Operating profit |
Arrived at after charging
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - property |
|
|
Exceptional items |
2024 |
2023 |
|
Exceptional expenses |
303 |
306 |
Exceptional items in the current year consists of professional fees and directors salaries.
Exceptional items in the prior year consisted of health & safety, recruitment and one off legal costs.
Interest payable and similar expenses |
2024 |
2023 |
|
Interest expense on bank borrowings |
|
|
Interest expense on loan notes |
|
|
|
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Support workers |
|
|
Management and admin |
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
434 |
374 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2024 |
2023 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
2024 |
2023 |
|
Audit of these financial statements |
24 |
24 |
Other fees to auditors |
||
All other non-audit services |
|
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Taxation |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
( |
|
319 |
553 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
122 |
Total deferred taxation |
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Increase from tax losses for which no deferred tax asset was recognised |
- |
|
(Decrease)/increase in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
- |
|
Tax increase from effect of capital allowances and depreciation |
|
- |
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
2024 |
Asset |
Losses carried forward |
- |
2023 |
Asset |
Losses carried forward |
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Intangible assets |
Group
Goodwill |
Internally generated software development costs |
Total |
|
Cost |
|||
At 1 April 2023 |
|
- |
|
Additions |
- |
|
|
At 31 March 2024 |
|
|
|
Amortisation |
|||
At 1 April 2023 |
|
- |
|
Amortisation charge |
|
|
|
At 31 March 2024 |
|
|
|
Carrying amount |
|||
At 31 March 2024 |
|
|
|
At 31 March 2023 |
|
- |
|
Tangible assets |
Group
Furniture, fittings and equipment |
|
Cost |
|
At 1 April 2023 |
|
Additions |
|
Disposals |
( |
At 31 March 2024 |
|
Depreciation |
|
At 1 April 2023 |
|
Charge for the year |
|
Eliminated on disposal |
( |
At 31 March 2024 |
|
Carrying amount |
|
At 31 March 2024 |
|
At 31 March 2023 |
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Investments |
Company
2024 |
2023 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ 000 |
Cost and carrying amount |
|
At 1 April 2023 and 31 March 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
2024 |
2023 |
||||||
Subsidiary undertakings |
|||||||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
|||
|
England and Wales |
|
|
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Subsidiary undertakings |
Eden Futures Midco 1 Limited The principal activity of Eden Futures Midco 1 Limited is |
Eden Futures Midco 2 Limited The principal activity of Eden Futures Midco 2 Limited is |
Eden Futures Bidco Limited The principal activity of Eden Futures Bidco Limited is |
Eden Care And Support Group Limited The principal activity of Eden Care And Support Group Limited is |
Eden Care And Support Group Midco Limited The principal activity of Eden Care And Support Group Midco Limited is |
Eden Care And Support Group Trustees Limited The principal activity of Eden Care And Support Group Trustees Limited is |
Eden Holdings Financing Limited The principal activity of Eden Holdings Financing Limited is |
Eden Supported Housing Living Limited The principal activity of Eden Supported Housing Living Limited is |
Eden Supported Living Limited The principal activity of Eden Supported Living Limited is |
Eden Futures Contracting Services Limited The principal activity of Eden Futures Contracting Services Limited is |
Eden Care Solutions Limited The principal activity of Eden Care Solutions Limited is |
Eden Care Solutions Midco Limited The principal activity of Eden Care Solutions Midco Limited is |
Eden Care Solutions Trustees Limited The principal activity of Eden Care Solutions Trustees Limited is |
ECS Debtco Limited The principal activity of ECS Debtco Limited is |
HASS Holdings Lincs Limited The principal activity of HASS Holdings Lincs Limited is |
Supported Homes Limited The principal activity of Supported Homes Limited is |
Essential Futures Limited The principal activity of Essential Futures Limited is |
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Housing And Support Solutions Limited The principal activity of Housing And Support Solutions Limited is |
Debtors |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
Other debtors |
|
|
|
- |
Prepayments and accrued income |
|
|
- |
- |
Deferred tax assets |
- |
|
- |
- |
Amounts owed by group undertakings |
- |
- |
4 |
4 |
|
|
|
|
|
Less non-current portion |
- |
- |
( |
( |
Total current trade and other debtors |
|
|
|
- |
Details of non-current trade and other debtors
Company
£4,000 (2024 - £4,000) of Receivables from related parties is classified as non current.
Creditors |
Group |
Company |
||||
Note |
2024 |
2023 |
2024 |
2023 |
|
Due within one year |
|||||
Trade creditors |
|
|
- |
- |
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Accrued expenses |
|
|
|
- |
|
Corporation tax liability |
533 |
746 |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
- |
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Loans and borrowings |
Group |
Company |
|||
2024 |
2023 |
2024 |
2023 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Other borrowings |
|
|
- |
- |
|
|
- |
- |
Included in other borrowings are A and B loan notes (£26,438,000 and £469,000 respectively) that are unsecured. The loan notes are due for repayment on 31 August 2028 and bear interest at 10% per annum.
The bank borrowings are secured by way of a fixed and floating charge over the company and the group. The rate of interest charged is 7.25% plus the compounded reference rate. The loan is repayable on 31 August 2026. The loan amount of £24,546,000 is stated net of refinancing fees of £454,000.
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £526,000 (2023 - £257,000).
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
|
0.80 |
|
0.80 |
|
|
0.01 |
|
0.01 |
|
|
0.13 |
|
0.13 |
|
|
0.03 |
|
0.03 |
|
|
1.00 |
|
1.00 |
|
|
|
|
Rights, preferences and restrictions
The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu. |
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
Eden Futures Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Related party transactions |
Group
During the period, loan note interest of £4,316,000 (2023 - £2,000,000) was accrued on loan notes owed to the group's ultimate controlling party and co-investors.
Parent and ultimate parent undertaking |
The ultimate controlling party is