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Registered number: 12057915









VEILCHENBLAU ESTATES LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
VEILCHENBLAU ESTATES LIMITED
 
 
COMPANY INFORMATION


Directors
W R Collins (appointed 11 November 2024)
S A J Nahum 
E M Sawyer (resigned 11 November 2024)




Registered number
12057915



Registered office
4th Floor Millbank Tower
21-24 Millbank

London

SW1P 4QP




Independent auditors
Adler Shine LLP
Chartered Accountants & Statutory Auditors

Aston House

Cornwall Avenue

London

N31LF





 
VEILCHENBLAU ESTATES LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 4
Directors' Report
5 - 8
Independent Auditors' Report
9 - 12
Consolidated Statement of Comprehensive Income
13
Consolidated Balance Sheet
14
Company Balance Sheet
15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 48


 
VEILCHENBLAU ESTATES LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present the strategic report for the year ended 31 March 2024.

Business review
 
The performance in the year is in line with expectations and reflects the maturing nature of the Group's Care homes and the impact of new care home management contracts entered into during the year. 
Turnover for the year was £296.1m (2023: £197.3m). The Group recorded an operating profit of £0.31m before exceptional costs (2023: £16.5m loss). Exceptional costs of £0.7m (2023: £2.2m) primarily relate to exceptional professional fees and the accounting treatment for guaranteed rental increases in future years. This accounting adjustment has no cash impact. 
Management operate and monitor the business on a pre-exceptional operating profitability and EBITDA basis, upon which the results for the year can be summarised as follows:

EBITDA profitability

2024
As restated
2023
      £'000
      £'000
Operating profit/(loss)

(307)

(16,461)
 
Add back exceptional costs

697

2,248
 
Add back depreciation

6,007

8,087
 
Add back amortisation

9,736

11,257
 
EBITDA (pre-exceptional items)

16,133

5,131
 

Page 1

 
VEILCHENBLAU ESTATES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

The Group is currently in the process of refurbishing and repositioning a number of care homes and continues to focus on growing the business organically and through selective acquisitions.
It is worth outlining our relationship with Welltower Inc who are one of the most respected and longest established Real Estate Investment Trusts (REITs) in the USA. Welltower always seeks to partner with best in class operators and this led to them selecting Avery Healthcare to work with as their principal partner in the UK.
Group's objectives
• To establish a group of care homes and retirement living facilities, all of which will be of the highest    quality from both an environmental and care delivery perspective, where the resident is at the     centre of all our activities;
• To recruit and provide training to staff of a similarly high calibre;
• Continue to evolve and use our quality assurance system to assist in delivering our aim of      providing high quality care to the elderly;
• Continuous expenditure on the environment and fabric of the buildings. Continued recognition of     the importance of this to the residents of our facilities;
• To achieve above industry average outcomes from reviews and inspections undertaken by sector     regulators; and
• To achieve a financial performance in line with budget and in excess of sector norms.
How we will achieve this:
• Providing better care which offers good value for the high-quality services provided compared with    our competitors;
• Building care homes and retirement living facilities in the correct locations, to standards well in     excess of the required minimum;
• Providing a career path for all our staff;
• Providing the training and support to teach staff the art of caring and the responsibilities it entails;
• Complying with all regulatory requirements; and
• Providing a quality of care which achieves or exceeds the highest regulatory standards.
How we will assess our performance
• Close supervision and support of our care home and retirement living facility managers by high     calibre and experienced regional staff;
• Achievable operational budgets; and
• Weekly reporting to care home and retirement living facility managers on key performance      indicators.
Assessment of uncertainties and risks
• Continued assessment of the long-term care sector and the potential changes on the horizon;
• Monitor government policy and the impact on the care sector of proposed changes in either social    economic terms or direct government focus. Respond to potential changes in the general political     climate of the privately provided care sector; and
• Monitor the housing market and pensions, enabling an assessment of service user's ability to pay        for care services.

Page 2

 
VEILCHENBLAU ESTATES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Principal risks and uncertainties
 
Regulatory risk
The Group's operations are subject to an increasingly high level of regulation and scrutiny by the CQC across the UK.
Management place a high focus on quality and safety within each of its care homes in order to be compliant with these requirements and to support the group in providing a high quality of care to each of its residents.
Market risk
Group turnover is predominantly generated by private funded clients mitigating the risk of government or local authority changes to funding rates. The group continually monitor fee rates against local market condition on a home-by-home basis.
The principal strategic and operational risks are included above. The Group seeks to reduce financial risk to a commercially acceptable level through the application of stringent financial management controls and reporting. Notes 23 include further details of financial instruments. The Company and Group's financial instruments comprised cash, debtors, creditors, bank loans and share capital.

Financial key performance indicators
 
The Group monitors the performance of the business using the following measures:
• Earnings before interest, tax, depreciation, amortisation and exceptional costs - EBITDA (pre     exceptionals) - 2024 profit £16.2m (2023: £5.2m profit).

Other key performance indicators
 
Management monitor and review financial and non-financial KPIs such as: occupancy rates, average fee rates,
agency usage and its Care Quality Commission ratings.

Page 3

 
VEILCHENBLAU ESTATES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Directors' statement of compliance with duty to promote the success of the Group
 
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
• The likely consequence of any decision in the long term;
• The interests of the company's employees;
• The need to foster the company's business relationships with suppliers, customers and others;
• The impact of the company's operations on the community and the environment;
• The desirability of the company maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between members of the company.
In discharging these duties, the Directors undertake and encourage regular engagement with stakeholders including our residents, colleagues, property owners and investors.
With regard to our residents and staff, an example of some of the initiatives the directors have put in place are as follows:
• Encourage Home Managers and Regional Managers to have open dialogue with staff, residents and    residents' families;
• Provision of resident feedback cards in our homes, reviewed and followed up by Regional Managers on    home review visits;
• Provision of a confidential concerns hotline for staff, residents and their families;
• Annual staff and resident surveys; and
• Annual performance reviews for all staff.
For our property owners and investors, the directors circulate financial data on a monthly basis and hold regular meetings to discuss the performance of the business.


This report was approved by the board and signed on its behalf.



S A J Nahum
Director

Date: 26 March 2025

Page 4

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of Veilchenblau Estates Limited during the year was that of a holding company. The Group is engaged in the provision of specialist services for the elderly together with the development and operation of care homes and retirement living facilities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £3,464,082 (2023 - loss £18,310,642).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

S A J Nahum 
E M Sawyer (resigned 11 November 2024)

Future developments

The group continues to focus on the expansion of the business through new management contracts and the development of new care homes and retirement living facilities, and has a number of potential sites under active review.

Page 5

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Engagement with employees

The Group has a well-established policy of providing employees with information about the Group through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Engagement with suppliers, customers and others

Details on how the group has fostered relationships with suppliers, customers and others can be found within the Section 172 statement in the Strategic Report.








Page 6

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows: 


2024
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
13,575.25
8,194.52

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
96,238,167
56,175,242

Quantification and reporting methodology
The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the provided greenhouse gas reporting figures for the relevant year . The financial control approach has been used to define the scope boundary.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per number of beds. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals.

Measures taken to improve energy efficiency
Avery recognises that the company’s primary responsibility is to reduce emissions as far as possible. However, as Avery work towards responsible consumption practices, to mitigate any impact, a green tariff for 100% renewable electricity has been purchased. Every unit of renewable energy purchased comes with its own Renewable Energy Guarantee of Origin (REGO) certificate. This means there are no associated carbon emissions from electricity, reducing the carbon footprint by 6,741.04 (2023 - 3,859.85) tCO2e, however location-based grid average emissions have been used to report the emissions figure
Avery undertook a LED light installation project throughout their homes during this reporting period. They will continue to purchase 100% renewable electricity.

An overall intensity ratio of gross Scope 1, 2 and 3 emissions per number of beds has been calculated as 1.67 (2023 - 1.60).
The increase in energy consumption is reflective of the increase in number of care homes under the management of the group.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 7

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Post balance sheet events

The Group opened 5 new homes since the year end under management contracts.

Auditors

The auditors, Adler Shine LLP, were appointed during the year and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Going concern
The financial statements have been prepared on a going concern basis which the directors believe to be
appropriate for the following reasons.
The group meets its day to day working capital requirements through operating cash flows and debt financing. The directors have prepared cash flow forecasts for the period to 31 March 2026. These forecasts show that the group and company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements.
The directors are, at the time of approving the financial statements, confident that the group and company has
adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements and have therefore prepared these financial statements on a going concern basis.

This report was approved by the board and signed on its behalf.
 





S A J Nahum
Director

Date: 26 March 2025

Page 8

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LIMITED
 

Opinion


We have audited the financial statements of Veilchenblau Estates Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 9

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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.


Page 10

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, and then design and perform audit procedures responsive to those risks, including obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management override of controls, including testing of journal entries   and other adjustments for appropriateness, evaluating the business rationale of significant transactions    outside the normal course of business and reviewing accounting estimates for bias;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any    instances of non-compliance. The key laws and regulations we considered in this context included UK    Companies Act, data protection, anti-bribery, employment law, health and safety, tax legislation, Money    Laundering Act and Care Quality Commission (CQC) regulations.
• discussed matters among the audit engagement team regarding how and where fraud might occur in the   financial statements and potential indicators of fraud.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships.
• auditing the risk of management override of controls, including through testing journal entries for     appropriateness and review of large and unusual bank transactions.
In response to the risk of irregularities and noncompliance with laws and regulations, we designed procedures which included, but are not limited to;
• agreeing financial statements disclosures to underlying supporting documentation.
• reviewing of minutes of meetings of those charged with governance.
• enquiring of management as to actual and potential litigation and claims.
• reviewing correspondence with HMRC.
• inspection of regulatory documentation for compliance with CQC requirements and making enquiries with  management regarding communication with CQC

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.
Page 11

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VEILCHENBLAU ESTATES LIMITED (CONTINUED)




A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





Alexander Chrysaphiades FCA (Senior Statutory Auditor)
for and on behalf of
Adler Shine LLP
Chartered Accountants
Statutory Auditors
Aston House
Cornwall Avenue
London
N31LF

27 March 2025
Page 12

 
VEILCHENBLAU ESTATES LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024


As restated
2024
2023
Note
£
£

  

Turnover
 4 
296,145,822
197,332,868

Cost of sales
  
(178,611,404)
(106,375,198)

Gross profit
  
117,534,418
90,957,670

Administrative expenses
  
(118,257,279)
(116,375,945)

Other operating income
  
416,092
8,957,270

Operating loss
  
(306,769)
(16,461,005)

Share of profit of joint venture
  
(136,454)
(775,205)

Total operating loss
  
(443,223)
(17,236,210)

Gain on disposal of subsidiaries
  
-
1,675,877

Interest receivable and similar income
  
142,781
51,614

Interest payable and similar expenses
  
(4,365,416)
(5,103,908)

Loss before taxation
  
(4,665,858)
(20,612,627)

Tax on loss
  
3,025,612
(139,654)

Loss for the financial year
  
(1,640,246)
(20,752,281)

(Loss) for the year attributable to:
  

Non-controlling interests
  
1,823,836
(2,441,639)

Owners of the parent Company
  
(3,464,082)
(18,310,642)

  
(1,640,246)
(20,752,281)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
1,823,836
(2,441,639)

Owners of the parent Company
  
(3,464,082)
(18,310,642)

  
(1,640,246)
(20,752,281)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 21 to 48 form part of these financial statements.

Page 13

 
VEILCHENBLAU ESTATES LIMITED
REGISTERED NUMBER: 12057915

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
84,160,876
106,047,057

Tangible assets
 14 
38,444,391
39,872,851

  
122,605,267
145,919,908

Current assets
  

Stocks
  
608,993
1,479,676

Debtors: amounts falling due after more than one year
 17 
2,218,845
1,760,190

Debtors: amounts falling due within one year
 17 
36,122,996
27,284,071

Cash at bank and in hand
 18 
14,129,308
10,204,576

  
53,080,142
40,728,513

Creditors: amounts falling due within one year
 19 
(66,024,093)
(63,854,027)

Net current liabilities
  
 
 
(12,943,951)
 
 
(23,125,514)

Total assets less current liabilities
  
109,661,316
122,794,394

Creditors: amounts falling due after more than one year
 20 
(154,062,314)
(165,555,146)

Provisions for liabilities
  

Net liabilities
  
(44,400,998)
(42,760,752)


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account
 26 
(23,000,278)
(19,536,196)

Equity attributable to owners of the parent Company
  
(23,000,277)
(19,536,195)

Non-controlling interests
  
(21,400,721)
(23,224,557)

  
(44,400,998)
(42,760,752)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S A J Nahum
Director
Date: 26 March 2025

The notes on pages 21 to 48 form part of these financial statements.

Page 14

 
VEILCHENBLAU ESTATES LIMITED
REGISTERED NUMBER: 12057915

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
21,350,150
33,500,150

  
21,350,150
33,500,150

Current assets
  

Debtors: amounts falling due after more than one year
 17 
2,218,845
1,760,190

Debtors: amounts falling due within one year
 17 
-
1

Cash at bank and in hand
 18 
47,405
-

  
2,266,250
1,760,191

Creditors: amounts falling due within one year
 19 
(12,877,811)
(12,147,655)

Net current liabilities
  
 
 
(10,611,561)
 
 
(10,387,464)

Total assets less current liabilities
  
10,738,589
23,112,686

  

Creditors: amounts falling due after more than one year
 20 
(11,847,675)
(23,997,675)

  

Net liabilities
  
(1,109,086)
(884,989)


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account brought forward
  
(884,990)
-

Loss for the year
  
(224,097)
(884,990)

Profit and loss account carried forward
  
(1,109,087)
(884,990)

  
(1,109,086)
(884,989)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S A J Nahum
Director

Date: 26 March 2025

The notes on pages 21 to 48 form part of these financial statements.

Page 15

 

 
VEILCHENBLAU ESTATES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£



At 1 April 2022
1
(1,372,345)
(1,372,344)
(20,636,127)
(22,008,471)



Comprehensive income for the year


Loss for the year (as restated)
-
(18,310,642)
(18,310,642)
(2,441,639)
(20,752,281)

Total comprehensive income for the year
-
(18,310,642)
(18,310,642)
(2,441,639)
(20,752,281)


Other movement (as restated)
-
146,791
146,791
(146,791)
-





At 1 April 2023 (as previously stated)
1
(15,690,761)
(15,690,760)
(25,456,413)
(41,147,173)


Prior year adjustment - correction of error
-
(3,845,435)
(3,845,435)
2,231,856
(1,613,579)



At 1 April 2023 (as restated)
1
(19,536,196)
(19,536,195)
(23,224,557)
(42,760,752)



Comprehensive income for the year


Loss for the year
-
(3,464,082)
(3,464,082)
1,823,836
(1,640,246)



At 31 March 2024
1
(23,000,278)
(23,000,277)
(21,400,721)
(44,400,998)



The notes on pages 21 to 48 form part of these financial statements.

Page 16

 
VEILCHENBLAU ESTATES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2022
1
-
1


Comprehensive income for the year

Loss for the year
-
(884,990)
(884,990)



At 1 April 2023 (as previously stated)
1
38,193
38,194

Prior year adjustment - correction of error
-
(923,183)
(923,183)


At 1 April 2023 (as restated)
1
(884,990)
(884,989)


Comprehensive income for the year

Loss for the year
-
(224,097)
(224,097)


At 31 March 2024
1
(1,109,087)
(1,109,086)


The notes on pages 21 to 48 form part of these financial statements.

Page 17

 
VEILCHENBLAU ESTATES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(1,640,246)
(20,752,281)

Adjustments for:

Amortisation of intangible assets
9,736,181
11,256,906

Depreciation of tangible assets
6,007,586
8,087,442

Loss on disposal of tangible assets
-
731,420

Interest paid
4,365,416
5,103,908

Interest received
(142,781)
(51,614)

Taxation charge
(3,025,612)
139,654

Decrease/(increase) in stocks
870,683
(1,891,800)

(Increase) in debtors
(5,454,863)
(3,944,891)

(Increase)/decrease in amounts owed by joint ventures
(458,655)
-

Increase/(decrease) in creditors
1,953,552
(1,761,803)

Increase in amounts owed to groups
512,725
-

Share of operating profit in joint ventures
136,454
775,205

Corporation tax received
50,137
-

Gain on sale of investments
-
(1,675,877)

Net cash generated from operating activities

12,910,577
(3,983,731)


Cash flows from investing activities

Purchase of tangible fixed assets
(4,579,126)
(4,888,723)

Sale of tangible fixed assets
-
35,363,104

Sale of fixed asset investments
-
1,675,877

Purchase of share in joint ventures
(136,454)
-

Interest received
668
271

HP interest paid
(28,778)
-

Associates interest received
142,113
-

Net cash from investing activities

(4,601,577)
32,150,529

Cash flows from financing activities

Repayment of loans
-
(29,979,000)

Repayment of/new finance leases
(47,630)
608

Interest paid
(4,336,638)
(5,103,908)

Net cash used in financing activities
(4,384,268)
(35,082,300)

Net increase/(decrease) in cash and cash equivalents
3,924,732
(6,915,502)

Cash and cash equivalents at beginning of year
10,204,576
17,120,078
Page 18

 
VEILCHENBLAU ESTATES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

As restated

2024
2023

£
£


Cash and cash equivalents at the end of year
14,129,308
10,204,576


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
14,129,308
10,204,576

14,129,308
10,204,576


The notes on pages 21 to 48 form part of these financial statements.

Page 19

 
VEILCHENBLAU ESTATES LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024




At 1 April 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

10,204,576

3,924,732

14,129,308

Debt due after 1 year

(44,849,967)

-

(44,849,967)

Finance leases

(86,390)

47,630

(38,760)


(34,731,781)
3,972,362
(30,759,419)

The notes on pages 21 to 48 form part of these financial statements.

Page 20

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Veilchenblau Estates Limited is a private limited by shares incorporated in England and Wales. The registered office is 4th Floor Millbank Tower, 21-24 Millbank, London, SW1P 4QP.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 06 December 2016.

Page 21

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.
The majority shareholders of the group have agreed to continue to provide the necessary financial support and working capital for at least one year from the date of the approval of these financial statements to allow the group and the parent company to meet its liabilities as they fall due.
The directors have prepared cash flow forecasts for the period to 31 March 2026. These forecasts show that the group and the parent company will have sufficient cash to continue to operate, whilst servicing its debt interest and settling all liabilities that become due for the next 12 months from the date of the approval of these financial statements.
The directors have, at the time of approving the financial statements, a reasonable expectation that the group and the parent company have adequate resources to continue in operational existence for the foreseeable future and will have sufficient liquidity to meet its commitments as and when the liabilities fall due for the next 12 months from the date of the approval of these financial statements

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 22

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 23

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 24

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses..

Depreciation is provided on the following basis:

Land and buildings
-
Over 50 years
Leasehold improvements
-
5 to 10 years
Motor vehicles
-
4 years
Fixtures and fittings
-
6 to 7 years
Computer equipment
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 25

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Page 26

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Financial assets and liabilities are offset, with 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Page 27

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 28

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

 In the application of the company’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 assumptions and other key sources of uncertainty that have a significant effect on the amount recognised in the financial statements are described below:
Intangible and tangible fixed assets 
Judgements have been made in relation to the lives of intangible and tangible fixed assets, in particular the valuation, the useful economic life and residual value of assets. The Directors are also required to consider the carrying value of assets and whether any impairment is required, or reversal of previously recognised impairments. 
The Directors have concluded that the asset values and residual values are appropriate and are satisfied that assets are fairly stated at the balance sheet date. 
Provisions
The Directors have considered the requirement for provisions in respect of the recoverability of the value of assets and debts, as well as provisions for liabilities (including accrued expenses) based on reasonable expectations, knowledge of the business and historic trends.
Judgements have been made in relation to the recoverability of debtors and the Directors are satisfied that adequate provision is made such that debts stated net of provisions are recoverable.
The Directors have considered and concluded that the valuations of provisions are appropriate.

Page 29

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Care management contract income and operation of care homes and retirement living facilities
294,520,891
181,135,043

Development of care homes
1,624,931
16,197,825

296,145,822
197,332,868


2024
2023
£
£

United Kingdom
296,145,822
197,332,868

296,145,822
197,332,868


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Other operating income
416,092
4,870,053

Government grants receivable
-
4,087,217

416,092
8,957,270



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Government grants
-
(4,087,217)

Depreciation of owned tangible fixed assets
5,424,048
7,503,904

Loss/(profit) on disposal of tangible fixed assets
-
731,420

Amortisation of intangible assets
2,014,693
2,122,210

Other operating lease rentals
55,377,549
31,183,838

Exceptional costs
696,697
2,247,975

Page 30

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
270,000
318,000


8.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

  

Wages and salaries
  
175,565,341
89,927,891
-
-

Social security costs
  
7,702,367
6,156,633
-
-

Cost of defined contribution scheme
  
1,565,293
1,238,374
-
-

  
184,833,001
97,322,898
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management and administration
621
439



Nursing, care and domestic staff
4,585
2,715

5,206
3,154

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
Page 31

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
289,028
758,121

Group contributions to defined contribution pension schemes
1,321
-

Amounts paid to third parties in respect of directors' services
-
165,000

290,349
923,121


The highest paid director received remuneration of £259,028 (2023 - £485,717).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

The directors are considered to be the Key Management Personnel.


10.


Interest receivable

2024
2023
£
£


Share of associates' interest receivable
142,113
51,343

Other interest receivable
668
271

142,781
51,614


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
4,336,638
5,065,598

Finance leases and hire purchase contracts
28,778
38,310

4,365,416
5,103,908

Page 32

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
358,450
-


Total current tax
358,450
-

Deferred tax


Origination and reversal of timing differences
(3,384,062)
(260,458)

Adjustment in respect of prior periods
-
400,112

Total deferred tax
(3,384,062)
139,654


Tax on loss
(3,025,612)
139,654

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

As restated
2024
2023
£
£


Loss on ordinary activities before tax
(4,665,858)
(20,612,627)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(1,166,465)
(3,916,399)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
2,579,930
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
994,959
5,168,373

Utilisation of tax losses
(6,093,096)
-

Adjustments to tax charge in respect of prior periods
691,712
400,112

Short-term timing difference leading to an increase (decrease) in taxation
-
48,419

Non-taxable income
-
318,763

Other differences leading to an increase (decrease) in the tax charge
(32,652)
(2,128,584)

Group relief
-
248,970

Total tax charge for the year
(3,025,612)
139,654

Page 33

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 April 2023
117,999,793


On acquisition of subsidiaries
(12,150,000)



At 31 March 2024

105,849,793



Amortisation


At 1 April 2023 (as previously stated)
11,845,878


Prior Year Adjustment
106,858


At 1 April 2023 (as restated)
11,952,736


Charge for the year on owned assets
9,736,181



At 31 March 2024

21,688,917



Net book value



At 31 March 2024
84,160,876



At 31 March 2023 (as restated)
106,047,057



Page 34

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Motor vehicles
Fixtures and fittings
Computer equipment
Other fixed assets

£
£
£
£
£
£



Cost or valuation


At 1 April 2023
26,471,698
26,630,463
494,237
21,886,538
4,392,629
82,998


Additions
44,745
1,935,116
29,724
2,194,160
375,381
-


Transfers between classes
(3,051,423)
1,265,061
(43,825)
56,057
24,502
(82,998)



At 31 March 2024

23,465,020
29,830,640
480,136
24,136,755
4,792,512
-



Depreciation


At 1 April 2023 (as previously stated)
3,778,655
17,834,969
378,978
14,087,441
3,339,133
82,998


Prior Year Adjustment
583,538
-
-
-
-
-


At 1 April 2023 (as restated)
4,362,193
17,834,969
378,978
14,087,441
3,339,133
82,998


Charge for the year on owned assets
739,603
2,593,816
63,609
2,214,222
396,336
-


Transfers between classes
(2,287,677)
(397,115)
(43,669)
936,222
42,611
(82,998)



At 31 March 2024

2,814,119
20,031,670
398,918
17,237,885
3,778,080
-



Net book value



At 31 March 2024
20,650,901
9,798,970
81,218
6,898,870
1,014,432
-



At 31 March 2023 (as restated)
22,109,505
8,795,494
115,259
7,799,097
1,053,496
-
Page 35

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

           14.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 April 2023
79,958,563


Additions
4,579,126


Transfers between classes
(1,832,626)



At 31 March 2024

82,705,063



Depreciation


At 1 April 2023 (as previously stated)
39,502,174


Prior Year Adjustment
583,538


At 1 April 2023 (as restated)
40,085,712


Charge for the year on owned assets
6,007,586


Transfers between classes
(1,832,626)



At 31 March 2024

44,260,672



Net book value



At 31 March 2024
38,444,391



At 31 March 2023 (as restated)
39,872,851




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
20,650,901
16,172,201

Long leasehold
9,798,970
15,088,052

30,449,871
31,260,253


Page 36

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Fixed asset investments

Group





Investment in joint ventures

£





At 1 April 2023 (as previously stated)
775,205


Prior Year Adjustment

(775,205)


At 1 April 2023 (as restated)
-


Additions
136,454


Share of profit/(loss)
(136,454)



At 31 March 2024
-






Net book value



At 31 March 2024
-



At 31 March 2023 (as restated)
-

Page 37

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Company





Investments in subsidiary companies
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 April 2023
33,500,150
775,205
34,275,355


Additions
-
136,454
136,454


Amounts written off
(12,150,000)
-
(12,150,000)



At 31 March 2024

21,350,150
911,659
22,261,809



Impairment


Prior Year Adjustment

-
775,205
775,205


At 1 April 2023 (as restated)
-
775,205
775,205


Charge for the period
-
136,454
136,454



At 31 March 2024

-
911,659
911,659



Net book value



At 31 March 2024
21,350,150
-
21,350,150



At 31 March 2023 (as restated)
33,500,150
-
33,500,150


Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Class of shares

Holding

Avery Healthcare Holdings Limited
Ordinary
83.24%

Page 38

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

Avery Healthcare Group Limited
Ordinary
75%
Avery Opco Lessee Limited
Ordinary
75%
Willowbrook Healthcare Group Limited
Ordinary
75%
Willowbrook Healthcare Limited
Ordinary
75%
Willowbrook Healthcare Debtco Limited
Ordinary
75%
Avery at the Mirimar (Operations) Limited
Ordinary
75%
Avery Homes Downend Limited
Ordinary
75%
Avery at Loxely Park (Homecare) Limited
Ordinary
75%
Avery at Loxely Park (Operations) Limited
Ordinary
75%
Avery Homes Droitwich Limited
Ordinary
75%
Avery (Glenmoor) Limited
Ordinary
75%
Avery Homes Bracknell Limited
Ordinary
75%
Avery (Lucas Court) Limited
Ordinary
75%
Adept Build Limited
Ordinary
75%
Avery Homes Wellingborough Limited
Ordinary
75%
Avery Homes Stafford Limited
Ordinary
75%
Avery Homes Grove Park Limited
Ordinary
75%
Avery Homes Derby Limited
Ordinary
75%
Hawthorns Retirement Living Limited
Ordinary
75%
Avery Holdco Cannock Limited
Ordinary
75%
Avery Care (Cannock) Limited
Ordinary
75%
Avery Homes Wolverhampton Limited
Ordinary
75%
Willowbrook Healthcare Developments Limited
Ordinary
75%
Avery Homes Cliftonville Limited
Ordinary
75%
Highcliffe Care Centre Limited
Ordinary
75%
Avery Homes Kirkstall Limited
Ordinary
75%
Avery Homes Newcastle UL Limited
Ordinary
75%
Avery Homes Hanford Limited
Ordinary
75%
Avery Homes Moston Limited
Ordinary
75%
Avery Homes Rugeley Limited
Ordinary
75%
Avery Homes Hatfield Limited
Ordinary
75%
Avery Homes Nuthall Limited
Ordinary
75%
Avery Homes Hinckley Limited
Ordinary
75%
Avery Homes Nuneaton Limited
Ordinary
75%
Avery Homes WSM Limited
Ordinary
75%
Avery Homes Weybridge Limited
Ordinary
75%
Avery Homes (Nelson) Limited
Ordinary
75%
Avery Management Services Limited
Ordinary
75%
Avery Homes SH Limited
Ordinary
75%
Avery Homes TH Limited
Ordinary
75%
Avery Homes (Cannock) Limited
Ordinary
75%
AH Littleover Holdco Limited
Ordinary
75%
Willow Domicilary Care Limited
Ordinary
75%
Avery Homes RH Limited
Ordinary
75%
Avery Homes Clevedon Limited
Ordinary
75%
Avery Homes Stratford Limited
Ordinary
75%
Avery Homes Lichfield Limited
Ordinary
75%
Litchfield Care Limited
Ordinary
75%
Avery Healthcare Developments Limited
Ordinary
75%
Avery Homes Kingstanding Limited
Ordinary
75%
Page 39

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Indirect subsidiary undertakings (continued)


Name

Class of shares

Holding

Avery Cannock Opco Limited
Ordinary
75%
Avery Healthcare Limited
Ordinary
75%
Avery Homes Nominee 1 Limited
Ordinary
75%
Avery Homes Nominee 2 Limited
Ordinary
75%
Avery Healthcare Management Limited
Ordinary
75%
AH Braintree Limited
Ordinary
75%

All the companies listed above are registered at 3 Cygnet Drive, Swan Valley, Northampton NN4 9BS.


Joint ventures


The following were joint ventures of the Company:


Name

Registered office

Holding

Aspen Tower RB Opco Ltd
10th Floor, 5 Churchill Place, London, England, E14 5HU
50%
WT RB Opco 1 Limited *
10th Floor, 5 Churchill Place, London, England, E14 5HU
50%

*= WT RB Opco 1 Limited is a wholly owned subsidiary of Aspen Trading RB Opco Ltd.


16.


Stocks

Group
Group
2024
2023
£
£

Consumables
485,704
471,293

Work in progress
123,289
1,008,383

608,993
1,479,676


The difference between purchase price or production cost of stocks and their replacement cost is not material.


17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Due from participating interests
2,218,845
1,760,190
2,218,845
1,760,190
Page 40

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.Debtors (continued)


2,218,845
1,760,190
2,218,845
1,760,190


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
16,111,413
8,269,290
-
-

Other debtors
4,929,426
2,649,962
-
1

Prepayments and accrued income
10,610,419
15,277,143
-
-

Deferred taxation
4,471,738
1,087,676
-
-

36,122,996
27,284,071
-
1



18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
14,129,308
10,204,576
47,405
-

14,129,308
10,204,576
47,405
-



19.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2024
2023
2024
2023
£
£
£
£

Trade creditors
10,587,325
10,891,707
358,559
-

Amounts owed to group undertakings
12,499,252
11,986,527
12,499,252
11,986,527

Corporation tax
1,014,499
605,912
-
-

Other taxation and social security
5,512,687
6,658,900
-
-

Obligations under finance lease and hire purchase contracts
11,513
51,187
-
-

Other creditors
22,639,963
19,477,616
-
-

Accruals and deferred income
13,758,854
14,182,178
20,000
161,128

66,024,093
63,854,027
12,877,811
12,147,655


Page 41

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Creditors: Amounts falling due after more than one year

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Other loans
44,849,967
44,849,967
-
-

Net obligations under finance leases and hire purchase contracts
27,247
35,203
-
-

Other creditors
11,847,675
23,997,675
11,847,675
23,997,675

Accruals and deferred income
97,337,425
96,672,301
-
-

154,062,314
165,555,146
11,847,675
23,997,675


Accruals for future property rent increases have arisen from spreading guaranteed future rent increases over the lease term.


21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£


Amounts falling due 1-2 years

Other loans
44,849,967
44,849,967



44,849,967
44,849,967


At the balance sheet date, Other loans include term facilities provided to group entities by Hightower Finance Limited. The loans consist of two loans as follows: 
• £20,000,000 loan - interest is calculated based on Bank of England base rate plus 5.5%.
• £24,849,967 loan – interest is calculated at a nominal rate of 11%. 
Both loans are due for repayment as bullet payments in March 2025. Since the balance sheet date, the group has entered into discussions for extending the facilities beyond March 2025. While the final terms have yet to be agreed at the time of approval of these financial statements, the Directors have a high level of expectation that the facility will be extended and therefore consider it appropriate to disclose the Other loan balances within liabilities due in greater than one year. 

Page 42

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
11,513
88,635

Between 1-5 years
27,247
35,203

38,760
123,838

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.


23.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
14,129,308
14,129,308
47,405
-




Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


24.


Deferred taxation

Page 43

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
24.Deferred taxation (continued)


Group



2024


£






At beginning of year
1,087,676


Charged to profit or loss
3,384,062



At end of year
4,471,738








The deferred tax asset is made up as follows:

Group
Group
2024
2023
£
£

Accelerated capital allowances
(458,253)
901,278

Tax losses carried forward
4,771,163
162,815

Provisions
158,828
25,997

Other
-
(2,414)

4,471,738
1,087,676

Page 44

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



26.


Reserves

Merger Reserve

The Merger Reserve arises on recognition of business combinations and represents the difference in fair value and carrying value of the business acquired.

Profit and loss account

The Profit and loss account represents cumulative net gains and losses less distributions made.

Page 45

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

27.


Prior year adjustment

The prior year balances have been restated in respect of the following adjustments:
Group
1. Amortisation of Goodwill (note 13): It was noted that amortisation of Goodwill was incorrectly calculated resulting in an additional charge of £106,858 to the Profit and loss account.
2. 
Depreciation of Tangible fixed assets (note 14): As a result of the business combination in March 2022, a fair value adjustment was attributed to Freehold Property. This fair value adjustment was not depreciated on consolidation in the prior year. As such, a depreciation charge of £583,538 was charged to the Profit and loss account.
3. 
Investment in Joint Ventures (note 15): The Group had not recognised its share of post acquisition losses resulting in a charge to the Profit and loss account of £775,205 and a reduction of the Investment in Joint Venture of the same amount.
4. 
Accruals (note 19): See point 2 in Company section below.
5. 
Non-Controlling Interest:
(a) The calculation apportioning the Loss for the financial year to the Non-controlling interest was incorrectly calculated. A reallocation of losses between the Non-controlling interest and the Owners of the parent company of £1,606,418 has been reflected.
(b) Other movements recognised in the Group Statement changes in equity of £772,229 has been corrected to £146,791.
Company
1. Investment in Joint Ventures (note 15): The Company had not reflected and impairment of its Investment in Joint Venture, resulting in a charge to the Profit and loss account of £775,205.
2. 
Accruals (note 19): An additional expense in respect of professional fees that ought to have been accrued was identified resulting in an additional accrual and expense (charged to the Profit and loss  account) of £147,978.


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,565,293 (2023 - £1,238,374). Contributions totalling £636,625 (2023 - £107,178) were payable to the fund at the balance sheet date.

Page 46

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

29.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
56,188,686
54,520,601

Later than 1 year and not later than 5 years
242,482,669
235,282,760

Later than 5 years
358,736,541
422,125,136

657,407,896
711,928,497

30.Other financial commitments

The Group is part of a cross collateral security arrangement to secure the Group’s operating property leases with Welltower Inc of Toledo USA.

Page 47

 
VEILCHENBLAU ESTATES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

31.


Related party transactions

Transactions with related parties
During the year, the group entered into the following transactions with related parties:
Transactions with Welltower Inc
The Group has debt funding and a number of long term leases with Welltower Inc for the lease of care home and retirement living facilities. Other transactions with Welltower Inc in the year are as follows:


2024
2023
£
£

Management fees charged to Welltower
1,842,332
1,544,516
During the year rentals charged under the operating leases have been recognised as follows:
Included in administration expenses - exceptional
696,697
2,247,975
Included in administration expenses
54,680,592
53,125,155
Group
Interest payable
4,281,791
3,707,203
Company
Interest payable
4,281,791
2,102,819

Other information
During the year, the company paid £Nil (2023: £78,218) rent to Xanadu Investments Limited.
Rent of £Nil (2023: £2,973) was paid to one of the directors.
Included in other debtors is an amount of £Nil (2023: £23,764) in respect of balances owed by companies owned by one of the directors with significant control at the time of the transaction.
The Group has taken the exemption available in FRS 102 whereby it has not disclosed transactions
with any wholly owned subsidiary undertakings of the group.
At the year end, the company was owed the following amounts by its associates and joint ventures:
• Aspen Tower RB Propco: £1,920,675 (2023: £1,584,423)
• WT RB Opco 1 Limited: £298,171 (2023: £165,223)
The loans are interest-free and are repayable between two and five years.



32.


Controlling party

At the year end, the company was a subsidiary undertaking of Siena Enterprises Group Ltd, a company registered in the British Virgin Islands.
The smallest and largest group in which the results of the Company were consolidated were the group accounts of Siena Enterprises Group Ltd.
The ultimate parent company is Siena Enterprises Group Ltd, a company registered in the British Virgin Islands.

 
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