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Registration number: 13974689

M & D Care Operations Limited

Annual Report and Financial Statements

for the Year Ended 31 March 2024

 

M & D Care Operations Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 21

 

M & D Care Operations Limited

Company Information

Directors

M D Bevan

S A M Bowen

A Craggs

A Davies

M Martin

Registered office

Unit 25
Stradey Park Business Centre
Mwrwg Road
Llangennech
SA14 8YP

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

M & D Care Operations Limited

Strategic Report for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024. The comparative period is from 14 March 2022 to 31 March 2023.

Principal activity

The principal activity of the company was previously that of a holding company. During the year, the trade and certain assets of the subsidiary companies have been hived-up into this company, following which the principal activity became the provision of care and support services to adults with learning disabilities, mental illness, challenging behaviour and other long-term conditions.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £12,120,623 (2023 - £nil) and an operating profit of £211,100 (2023 - £nil). At 31 March 2024, the company had net liabilities of £96,361 (2023 - net assets £2,370,175). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Given the nature of the business, the directors are of the opinion that key performance indicators are important. The company uses a number of indicators to monitor and improve the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the company.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector.

Approved by the Board on 28 March 2025 and signed on its behalf by:


S A M Bowen
Director

 

M & D Care Operations 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 of the company

The directors who held office during the year were as follows:

M D Bevan

S A M Bowen

A Davies

M Martin

A N Clark (resigned 24 February 2025)

The following director was appointed after the year end:

A Craggs (appointed 10 June 2024)

Financial instruments

Objectives and policies

The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The company is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.

The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Future developments

The external environment is expected to remain competitive going forward, however the directors remain confident that the company will improve on its current level of performance in the future.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 28 March 2025 and signed on its behalf by:


S A M Bowen
Director

 

M & D Care Operations Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards has been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

M & D Care Operations Limited

Independent Auditor's Report to the Members of M & D Care Operations Limited

Opinion

We have audited the financial statements of M & D Care Operations Limited (the 'company') for the year ended 31 March 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

M & D Care Operations Limited

Independent Auditor's Report to the Members of M & D Care Operations Limited

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

adequate accounting records have not been kept, 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 directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud

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

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

M & D Care Operations Limited

Independent Auditor's Report to the Members of M & D Care Operations Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

28 March 2025

 

M & D Care Operations Limited

Profit and Loss Account for the Year Ended 31 March 2024

Note

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Turnover

3

12,120,623

-

Cost of sales

 

(7,371,317)

-

Gross profit

 

4,749,306

-

Administrative expenses

 

(4,497,915)

-

Exceptional items

5

(40,291)

-

Operating profit

4

211,100

-

Other interest receivable and similar income

6

64,882

-

Interest payable and similar charges

7

(2,703,753)

(955,125)

Loss before tax

 

(2,427,771)

(955,125)

Taxation

11

(38,775)

-

Loss for the financial year

 

(2,466,546)

(955,125)

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

 

M & D Care Operations Limited

(Registration number: 13974689)
Balance Sheet as at 31 March 2024

Note

31 March 2024
 £

31 March 2023
 £

Fixed assets

 

Intangible assets

12

1,956,382

-

Tangible assets

13

799,952

-

Investments

14

-

29,526,688

 

2,756,334

29,526,688

Current assets

 

Debtors: Amounts falling due within one year

15

2,450,571

13,626,378

Debtors: Amounts falling due after more than one year

15

1,374,729

-

Cash at bank and in hand

 

3,124,091

-

 

6,949,391

13,626,378

Creditors: Amounts falling due within one year

16

(9,763,321)

(40,782,891)

Net current liabilities

 

(2,813,930)

(27,156,513)

Total assets less current liabilities

 

(57,596)

2,370,175

Provisions for liabilities

11

(38,775)

-

Net (liabilities)/assets

 

(96,371)

2,370,175

Capital and reserves

 

Called up share capital

19

333

333

Share premium reserve

3,324,967

3,324,967

Profit and loss account

(3,421,671)

(955,125)

Total equity

 

(96,371)

2,370,175

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 


S A M Bowen
Director

 

M & D Care Operations Limited

Statement of Changes in Equity for the Year Ended 31 March 2024

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 April 2023

333

3,324,967

(955,125)

2,370,175

Loss for the year

-

-

(2,466,546)

(2,466,546)

At 31 March 2024

333

3,324,967

(3,421,671)

(96,371)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(955,125)

(955,125)

New share capital subscribed

333

3,324,967

-

3,325,300

At 31 March 2023

333

3,324,967

(955,125)

2,370,175

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 25
Stradey Park Business Centre
Mwrwg Road
Llangennech
SA14 8YP

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Koala Ruby Bidco Limited and Koala Care Holdings Limited.

The financial statements of Koala Ruby Bidco Limited and Koala Care Holdings Limited may be obtained from Companies House.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it consolidated further up in the group structure.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Tax

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

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

Straight line over 100 years

Fixtures and fittings

Straight line over 5 years

Plant and machinery

Straight line over 5 years

Computer equipment

Straight line over 4 years

Motor vehicles

Straight line over 4 years

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Turnover

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

4

Operating profit

Arrived at after charging/(crediting)

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Depreciation expense

182,174

-

Operating lease expense - property

1,350,552

-

Operating lease expense - plant and machinery

27,476

-

 

5

Exceptional items

Year ended 31 March 2024
 £

14 March 2022 to 31 March 2023
 £

Exceptional expenses

40,291

-

Exceptional items in the current year consists of one off legal and professional fees of £335,096 offset by a waiver of an intercompany loan of £104,641 on the hive-up of trade from a subsidiary company.

 

6

Other interest receivable and similar income

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Interest income on investments

51,041

-

Interest income on bank deposits

13,841

-

64,882

-

 

7

Interest payable and similar expenses

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Interest on bank overdrafts and borrowings

3,323

-

Interest expense on other finance liabilities

1,732,211

955,125

Interest payable on loans from group undertakings

968,219

-

2,703,753

955,125

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Wages and salaries

7,596,784

-

Social security costs

595,904

-

Pension costs, defined contribution scheme

143,669

-

8,336,357

-

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

Year ended 31 March 2024
No.

14 March 2022 to 31 March 2023
No.

Support and care staff

673

-

Directors

5

5

678

5

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Remuneration

279,336

-

Contributions paid to money purchase schemes

14,490

-

293,826

-

During the year the number of directors who were receiving benefits and share incentives was as follows:

Year ended 31 March 2024
No.

14 March 2022 to 31 March 2023
No.

Accruing benefits under money purchase pension scheme

5

-

In respect of the highest paid director:

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Remuneration

88,502

-

Company contributions to money purchase pension schemes

7,370

-

 

10

Auditors' remuneration

Auditors' remuneration has been borne by a related party.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

11

Taxation

Tax charged/(credited) in the profit and loss account

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Deferred taxation

Arising from origination and reversal of timing differences

38,775

-

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

Year ended 31 March 2024
£

14 March 2022 to 31 March 2023
£

Loss before tax

(2,427,771)

(955,125)

Corporation tax at standard rate

(606,943)

(181,474)

Effect of expense not deductible in determining taxable profit (tax loss)

330,078

-

Tax increase from effect of capital allowances and depreciation

46,228

-

Tax increase arising from group relief

269,412

181,474

Total tax charge

38,775

-

Deferred tax

Deferred tax assets and liabilities

2024

Liability
£

Fixed asset timing differences

92,385

Tax losses carried forward

(26,025)

Short term timing differences

(27,585)

38,775

 

12

Intangible assets

Goodwill
 £

Cost or valuation

At 1 April 2023

-

Transfer from investment on hive-up of trade

1,956,382

At 31 March 2024

1,956,382

Carrying amount

At 31 March 2024

1,956,382

At 31 March 2023

-

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

13

Tangible assets

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

At 1 April 2023

-

-

-

-

Additions

997

222,986

4,206

228,189

Disposals

-

-

(20,574)

(20,574)

Transfers

134,990

1,541,474

343,676

2,020,140

At 31 March 2024

135,987

1,764,460

327,308

2,227,755

Depreciation

At 1 April 2023

-

-

-

-

Charge for the year

54,665

103,669

23,840

182,174

Eliminated on disposal

-

-

(20,574)

(20,574)

Transfers

19,164

995,875

251,164

1,266,203

At 31 March 2024

73,829

1,099,544

254,430

1,427,803

Carrying amount

At 31 March 2024

62,158

664,916

72,878

799,952

At 31 March 2023

-

-

-

-

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

14

Investments

31 March 2024
£

31 March 2023
£

Investments in subsidiaries

-

29,526,688

Subsidiaries

£

Cost and carrying amount

At 1 April 2023

29,526,688

Additions

892,966

Transfer to goodwill on hive-up

(1,956,382)

Disposals

(28,463,272)

At 31 March 2024

-

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

M & D Care Group Limited

England and Wales

Ordinary

0%

100%

M & D Care Limited

England and Wales

Ordinary

0%

100%

M & D Care (Holdings) Limited

England and Wales

Ordinary

0%

100%

Inspiration Lifestyle Services Limited

England and Wales

Ordinary

0%

100%

M & D Care Pontardawe Limited

England and Wales

Ordinary

100%

0%

M & D Care Rhigos Limited

England and Wales

Ordinary

100%

0%

M & D Care Supported Living Limited

England and Wales

Ordinary

100%

0%

The principal activity of M & D Care Group Limited and M & D Care (Holdings) Limited is that of holding companies. M & D Care Pontardawe Limited, M & D Care Rhigos Limited and M & D Care Supported Living Limited are dormant companies. The principal activity of all other subsidiaries is that of the provision of care and support services to adults with learning disabilities, mental illness, challenging behaviour and other long term conditions.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

15

Debtors

31 March 2024
 £

31 March 2023
 £

Trade debtors

1,140,312

-

Amounts owed by group undertakings

117,112

13,626,378

Other debtors

2,419,582

-

Prepayments

148,294

-

 

3,825,300

13,626,378

Less non-current portion

(1,374,729)

-

2,450,571

13,626,378

Details of non-current trade and other debtors

£1,374,729 (2023 - £Nil) of other debtors is classified as non current.

 

16

Creditors

31 March 2024
 £

31 March 2023
 £

Due within one year

Loans and borrowings

38,604

26,261,493

Trade creditors

246,537

-

Amounts due to group undertakings

5,968,019

2,121,544

Social security and other taxes

594,061

-

Outstanding defined contribution pension costs

53,800

-

Other creditors

1,857,330

-

Accrued expenses

1,004,970

12,399,854

9,763,321

40,782,891

 

17

Loans and borrowings

31 March 2024
£

31 March 2023
£

Current loans and borrowings

HP and finance lease liabilities

38,604

-

Other borrowings

-

26,261,493

38,604

26,261,493

 

18

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £143,669 (2023 - £Nil).

Contributions totalling £53,800 (2023 - £Nil) were payable to the scheme at the end of the year and are included in creditors.

 

M & D Care Operations Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

19

Share capital

Allotted, called up and fully paid shares

 

31 March 2024

31 March 2023

 

No.

£

No.

£

Ordinary A shares of £0.01 each

30,000

300

30,000

300

Ordinary B shares of £0.01 each

3,000

30

3,000

30

Ordinary C shares of £0.01 each

325

3

325

3

 

33,325

333

33,325

333

Rights, preferences and restrictions

The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu.

 

20

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

2,097,774

-

Later than one year and not later than five years

8,054,281

-

Later than five years

6,701,855

-

16,853,910

-

 

21

Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

At 31 March 2024, there was a directors loan account included in other debtors totalling £2,330 (2023 - £8,715).


During the year, the company issued a loan to a company which is controlled by a director of the ultimate holding company of M&D Care Operations Limited . The principal amount of the loan is £1,330,000 accruing interest at 12% per annum. During the year, total interest of £44,729 was received in relation to the loan.

 

22

Parent and ultimate parent undertaking

The company's immediate parent is Koala Ruby Bidco Limited, incorporated in England and Wales.

 The ultimate parent is Koala Care Holdings Limited, incorporated in England and Wales.

 There is considered to be no significant ultimate controlling party.