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COMPANY REGISTRATION NUMBER: 13236522
MORTLAKE HOLDINGS LIMITED
FINANCIAL STATEMENTS
31 March 2024
MORTLAKE HOLDINGS LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2024
Contents
Page
Officers and professional advisers
1
Strategic report
2
Director's report
3
Independent auditor's report to the member
5
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13
MORTLAKE HOLDINGS LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
Director
Mr P Jerrari
Registered office
168 Church Road
Hove
East Sussex
BN3 2DL
Auditor
UHY Hacker Young (S.E.) Limited
Chartered accountants & statutory auditor
168 Church Road
Hove
East Sussex
BN3 2DL
MORTLAKE HOLDINGS LIMITED
STRATEGIC REPORT
YEAR ENDED 31 MARCH 2024
Review of business The company acts as a parent company. The group continues to be one of the UK's leading providers of Domiciliary and Extra care with an established management team passionate about high quality care. During the year, the group increased its turnover to £36.8m. During the year the group was awarded contracts for Extracare Schemes in Surrey, West Berkshire, Lambeth and Slough. The group was also awarded a contract for Homecare for the London Borough of Lambeth. Since the year end the group has been notified of contract awards for Extracare schemes in Northamptonshire and Trafford as well as a further scheme in West Sussex. Principal risks and uncertainties The management and operation are subject to a number of risks. The group's ability to recruit and retention of experienced, skilled frontline staff required to meet the increased complexity of demand of new and existing contracts with Local Authorities and CCGs is an ongoing risk. Financial price risk on income from local authorities is an ongoing risk because of deficiencies in social care funding. This is mitigated by a wide spread of contracts and tendering for new, carefully chosen ones.
This report was approved by the board of directors on 13 February 2025 and signed on behalf of the board by:
Mr P Jerrari
Director
Registered office:
168 Church Road
Hove
East Sussex
BN3 2DL
MORTLAKE HOLDINGS LIMITED
DIRECTOR'S REPORT
YEAR ENDED 31 MARCH 2024
The director presents his report and the financial statements of the company for the year ended 31 March 2024 .
Director
The director who served the company during the year was as follows:
Mr P Jerrari
Dividends
Particulars of recommended dividends are detailed in note 8 to the financial statements.
Future developments
The company and group will continue to pursue a strategy of organic growth.
Employment of disabled persons
The company and group remain committed to developing a culture of inclusion and diversity. This includes its policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any form. Management actively pursues the employment and retention of disabled people with particular focus on training, career development and promoting of disabled employees in order to play an active role in the development of the company and group.
Employee involvement
The company and group recognises the importance of good communication with its employees to ensure they feel valued and a part of the decision making process within their respective departments. To that end, management regularly visit the branches and information flow is maintained via newsletters and group emails.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 13 February 2025 and signed on behalf of the board by:
Mr P Jerrari
Director
Registered office:
168 Church Road
Hove
East Sussex
BN3 2DL
MORTLAKE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF MORTLAKE HOLDINGS LIMITED
YEAR ENDED 31 MARCH 2024
Opinion
We have audited the financial statements of Mortlake Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's 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 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 director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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. 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: Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company which were contrary to applicable laws and regulations including fraud and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, review of correspondence with legal advisors, enquiries of management and in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 or intentional misrepresentations, or through collusion. A further description of our responsibilities is available on the Financial Reporting Council's website at: https: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
David Guest
(Senior Statutory Auditor)
For and on behalf of
UHY Hacker Young (S.E.) Limited
Chartered accountants & statutory auditor
168 Church Road
Hove
East Sussex
BN3 2DL
13 February 2025
MORTLAKE HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 MARCH 2024
2024
2023
Note
£
£
Administrative expenses
16,502
---------
----
Operating loss
( 16,502)
Income from other fixed asset investments
5
269,519
Interest payable and similar expenses
6
34,031
----------
----
Profit before taxation
218,986
Tax on profit
7
----------
----
Profit for the financial year and total comprehensive income
218,986
----------
----
All the activities of the company are from continuing operations.
MORTLAKE HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
31 March 2024
2024
2023
Note
£
£
£
Fixed assets
Investments
9
2,305,000
1,005,000
Current assets
Debtors
10
100
100
Creditors: amounts falling due within one year
11
986,014
1,005,000
----------
-------------
Net current liabilities
985,914
1,004,900
-------------
-------------
Total assets less current liabilities
1,319,086
100
-------------
----
Net assets
1,319,086
100
-------------
----
Capital and reserves
Called up share capital
12
139
100
Share premium account
13
1,299,961
Profit and loss account
13
18,986
-------------
----
Shareholder funds
1,319,086
100
-------------
----
These financial statements were approved by the board of directors and authorised for issue on 13 February 2025 , and are signed on behalf of the board by:
Mr P Jerrari
Director
Company registration number: 13236522
MORTLAKE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 MARCH 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 April 2022
100
100
Profit for the year
At 31 March 2023
100
100
Profit for the year
218,986
218,986
----
----
----------
----------
Total comprehensive income for the year
218,986
218,986
Issue of shares
39
1,299,961
1,300,000
Dividends paid and payable
8
( 200,000)
( 200,000)
----
-------------
----------
-------------
Total investments by and distributions to owners
39
1,299,961
( 200,000)
1,100,000
----
-------------
----------
-------------
At 31 March 2024
139
1,299,961
18,986
1,319,086
----
-------------
----------
-------------
MORTLAKE HOLDINGS LIMITED
STATEMENT OF CASH FLOWS
YEAR ENDED 31 MARCH 2024
2024
2023
£
£
Cash flows from operating activities
Profit for the financial year
218,986
Adjustments for:
Income from other fixed asset investments
( 269,519)
Interest payable and similar expenses
34,031
Accrued expenses
15,000
Changes in:
Trade and other creditors
( 1,005,000)
-------------
----
Cash generated from operations
( 1,006,502)
Interest paid
( 34,031)
-------------
----
Net cash used in operating activities
( 1,040,533)
-------------
----
Cash flows from investing activities
Acquisition of subsidiaries
( 1,300,000)
Dividends received
269,519
-------------
----
Net cash used in investing activities
( 1,030,481)
-------------
----
Cash flows from financing activities
Proceeds from issue of ordinary shares
1,300,000
Proceeds from borrowings
39,539
Proceeds from loans from group undertakings
931,475
Dividends paid
( 200,000)
-------------
----
Net cash from financing activities
2,071,014
-------------
----
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
----
----
Cash and cash equivalents at end of year
----
----
MORTLAKE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 168 Church Road, Hove, East Sussex, BN3 2DL.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The financial statements have been prepared under the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. The validity of this assumption depends upon the continuing support of the creditors and on funding from other external sources. If the company were unable to continue in operational existence for the foreseeable future, adjustment would have to be made to reduce the balance sheet values of the assets to their recoverable amounts, and to provide for further liabilities that might arise. The directors believe that it is appropriate for the financial statements to be prepared on the going concern basis.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. - No cash flow statement has been presented for the company.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Impairment of Assets An impairment provision is charged to reduce the carrying value of specific assets to the recoverable amount where impairment is considered to have occurred. Where the recoverable amount is greater than the carrying value no adjustment is made. The recoverable amount is the higher of the net realisable value and the value in use. Net realisable value is the amount at which an asset could be disposed of less any direct selling costs, and value in use is the present value of future cash flows obtainable as a result of the continued use of assets, including those resulting from an ultimate disposal.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
4. Auditor's remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
15,000
---------
----
5. Income from other fixed asset investments
2024
2023
£
£
Dividends from other fixed asset investments
269,519
----------
----
6. Interest payable and similar expenses
2024
2023
£
£
Other interest payable and similar charges
34,031
---------
----
7. Tax on profit
Reconciliation of tax income
The tax assessed on the profit on ordinary activities for the year is lower than (2023: the same as) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).
2024
2023
£
£
Profit on ordinary activities before taxation
218,986
----------
----
Profit on ordinary activities by rate of tax
54,747
Effect of revenue exempt from tax
( 67,380)
Unused tax losses
12,633
----------
----
Tax on profit
----------
----
8. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2024
2023
£
£
Dividends on equity shares
200,000
----------
----
9. Investments
Shares in group undertakings
Other investments other than loans
Total
£
£
£
Cost
At 1 April 2023
1,005,000
1,005,000
Additions
1,300,000
1,300,000
Transfers
1,005,000
(1,005,000)
-------------
-------------
-------------
At 31 March 2024
2,305,000
2,305,000
-------------
-------------
-------------
Impairment
At 1 April 2023 and 31 March 2024
-------------
-------------
-------------
Carrying amount
At 31 March 2024
2,305,000
2,305,000
-------------
-------------
-------------
At 31 March 2023
1,005,000
1,005,000
-------------
-------------
-------------
Subsidiaries, associates and other investments
On 28 March 2024 Care Outlook Ltd became a subsidiary of Mortlake Holdings Ltd.
10. Debtors
2024
2023
£
£
Other debtors
100
100
----
----
11. Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
931,475
Accruals and deferred income
15,000
Director loan accounts
39,539
Other creditors
1,005,000
----------
-------------
986,014
1,005,000
----------
-------------
12. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 1 each
139
139
100
100
----
----
----
----
13. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.
14. Analysis of changes in net debt
At 1 Apr 2023
Cash flows
At 31 Mar 2024
£
£
£
Debt due within one year
(971,014)
(971,014)
----
----------
----------