REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 30 June 2024 |
for |
BLACKWATER MILL LIMITED |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 30 June 2024 |
for |
BLACKWATER MILL LIMITED |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Contents of the Financial Statements |
for the Year Ended 30 June 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Income Statement | 8 |
Balance Sheet | 9 |
Notes to the Financial Statements | 10 |
BLACKWATER MILL LIMITED |
Company Information |
for the Year Ended 30 June 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Aruna House |
2 Kings Road |
Haslemere |
Surrey |
GU27 2QA |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Report of the Directors |
for the Year Ended 30 June 2024 |
The directors present their report with the financial statements of the company for the year ended 30 June 2024. |
CESSATION OF TRADING |
The company is expected to cease trading in April 2025. In preparation for this, the directors have reviewed all assets and liabilities and adopted a non-going concern basis of preparation for these financial statements. As part of this process, the carrying value of the freehold property has been impaired to £1,850,000 to reflect its estimated recoverable amount on a non-going concern basis. |
The property is expected to be refurbished to meet Care Quality Commission (CQC) requirements. Once refurbished, it may either be transferred to another group undertaking or leased for operational use elsewhere within the group. |
The directors confirm that all known liabilities are expected to be settled in full prior to the cessation of trading. No liabilities are anticipated to remain unpaid or be transferred to other group companies. The company continues to receive financial support from Deven Care Holdings Ltd and the wider group to ensure the orderly wind-down of operations. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the provision of nursing care for the elderly. |
FUTURE DEVELOPMENTS |
Blackwater Mill Ltd will cease trading in April 2025 as part of a planned and orderly group restructuring, with assets and operations expected to transfer within the group. In anticipation of this, the directors reassessed the carrying value of the company’s freehold property and impaired it to its estimated recoverable amount of £1,850,000. This adjustment has been made under the cost model on a non-going concern basis. |
The directors confirm that all known liabilities are expected to be settled in full prior to closure, and no liabilities are anticipated to be transferred to the parent undertaking. The company continues to receive financial support from its parent, Deven Care Holdings Ltd, as the wind-down progresses. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
DISABLED EMPLOYEES |
The group gives full consideration to applications for employment from disabled persons where the candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where existing employees become disabled, it is the group’s policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim. |
EMPLOYEE INVOLVEMENT |
In order to meet legal requirements DBS checks are carried out on all employees prior to the commencement of their employment. |
In order to meet the requirements of the Care Quality Commission (CQC) ongoing training is provided to all employees in accordance to their requirements. All employees maintain a training record which can be checked at any time by CQC. Regular meetings are held with staff to keep them informed of particular issues that may be arising with residents. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Report of the Directors |
for the Year Ended 30 June 2024 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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), 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 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 then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, A & N (Haslemere) Limited - Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Blackwater Mill Limited |
Opinion |
We have audited the financial statements of Blackwater Mill Limited (the 'company') for the year ended 30 June 2024 which comprise the Income Statement, Balance Sheet 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 30 June 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 Auditors' 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. |
Emphasis of matter |
We draw attention to note 3 to the financial statements, which explains that the financial statements have been prepared on a basis other than going concern. This is due to the directors' decision to cease trading in April 2025 as part of a planned group restructuring, under which the company's operations and assets are expected to be transferred within the group. As a result, the financial statements have been prepared on a modified non-going concern basis. Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Blackwater Mill Limited |
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 Report of the Directors. |
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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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. |
Report of the Independent Auditors to the Members of |
Blackwater Mill Limited |
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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
The objectives of our audit, in respect to irregularities, including fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; to respond appropriately to fraud or suspected fraud identified during the audit, to obtain audit evidence regarding compliance with provisions of applicable laws and regulations, and to respond appropriately to any non-compliance identified. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. |
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and |
non-compliance with laws and regulations our approach was to consider the following: |
- the nature of the industry or sector, control environment and business performance; |
- the results of enquiries of management about their own identification and assessment of the risks of |
irregularities; |
- matters discussed among the audit engagement team regarding how and where fraud might occur in the |
financial statements and any potential indicators of fraud. |
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, tax legislation and health and safety. For this entity, we also considered industry-specific legislation relevant to the provision of residential care services, including the Health and Social Care Act 2008 and associated regulations overseen by the Care Quality Commission (CQC). These regulations are integral to the operation of a registered care facility, and our audit procedures took account of compliance with these as part of our assessment of risks of material misstatement due to non-compliance with laws and regulations. |
In addition, we considered provisions of other laws and regulations 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 assessed the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud to be in the area of recognition of income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation; |
- enquiring of management concerning actual and potential litigation and claims; |
- reviewing material legal costs in the period; |
- performing analytical procedures to identify unusual or unexpected relationships; |
- reviewing correspondence with HMRC; |
- testing the appropriateness of judgements made in making accounting estimates, journal entries and other |
adjustments made by management for indications of potential bias; and |
- evaluating the business rationale of any significant transactions that are unusual or outside the normal |
course of business. |
- completed focused testing on a sample of amounts recoverable on contracts to assess if the performance |
is inline with management's forecasts. |
Report of the Independent Auditors to the Members of |
Blackwater Mill Limited |
The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
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 Report of the Auditors. |
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 a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Aruna House |
2 Kings Road |
Haslemere |
Surrey |
GU27 2QA |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Income Statement |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
174,809 | (896,846 | ) |
Other operating income |
OPERATING PROFIT/(LOSS) | 5 | ( |
) |
Interest payable and similar expenses | 6 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 7 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Balance Sheet |
30 June 2024 |
30.6.24 | 30.6.23 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 13 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 14 | ( |
) | ( |
) |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Share premium | 16 |
Retained earnings | 16 | ( |
) | (903,355 | ) |
SHAREHOLDERS' (DEFICIT)/FUNDS | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements |
for the Year Ended 30 June 2024 |
1. | STATUTORY INFORMATION |
Blackwater Mill Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
The presentation currency of the financial statements is the Pound Sterling (£). |
Monetary amounts in the financial statements have been rounded to the nearest whole £. |
2. | STATEMENT OF COMPLIANCE |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The directors have prepared the financial statements on a basis other than going concern due to the decision that the company will cease trading in April 2025. This decision forms part of a wider group restructuring. The closure is expected to take place in an orderly manner, and the company's assets and operations will be transferred within the wider group. Accordingly, the financial statements reflect a modified non-going concern basis, under which assets have been reviewed for impairment and are stated at recoverable amounts, and liabilities are recognised as they fall due. |
The company intends to transfer ownership of Blackwater Mill, Isle of Wight to either the holding company or another group entity in 2025. At the reporting date, legal ownership remains with BM Ltd, and as such, the property remains recognised in the financial statements at historic cost. The legal transfer process is expected to be completed in the next financial year. |
Furthermore, due to regulatory restrictions preventing the admission of new residents in 2025, BM Ltd will cease trading. Existing residents will be transferred to other homes, and operational activities will be wound down. A new subsidiary may be established, and the company will ensure full compliance with CQC requirements during this transition. |
The directors confirm that the company had no off-balance sheet arrangements as defined by FRS 102 Section 1A.52(k) during the year or at the reporting date. |
Related party exemption |
Entities with control, joint control or significant influence over the entity |
The company has taken advantage of the exemption available under FRS 102 Section 33.1A from disclosing transactions with other wholly owned group undertakings. |
During the year, the company held receivable balances due from fellow group undertakings arising from the provision of working capital. In the context of the planned group restructuring and the transition to a non-going concern basis, these balances were formally capitalised and removed from the balance sheet. |
This transaction was executed as an internal equity adjustment with no new shares issued, and the movement was recorded directly in retained earnings, in accordance with FRS 102. As such, the receivables have been derecognised, and the corresponding impact on equity has been disclosed in the Statement of Changes in Equity. |
No other related party transactions requiring disclosure occurred during the year. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively. |
The directors' have made key assumptions regarding the expected useful life of intangible fixed assets, these being depreciated at the rates documented in the accounting policies.The expected useful life has been determined by the director's expectations of the homes acquired and their experience of the industry. |
The directors' have made key assumptions to determine whether there are any indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance. |
Changes in accounting policies |
During the year, the directors reviewed the appropriateness of the accounting policy applied to the company's freehold property. In prior periods, the revaluation model was applied, reflecting periodic increases in the value of the property. However, in light of the company's decision to cease trading in April 2025 and the adoption of a non-going concern basis of preparation, the directors have concluded that the cost model is now more appropriate. |
The change from the revaluation model to the cost model aligns with the company's updated use of the asset and provides a more realistic reflection of its recoverable amount in the context of cessation. This change in accounting policy has been applied retrospectively, with comparatives restated in accordance with FRS 102 paragraph 10.11(d). |
The revaluation reserve of £133,538 and associated deferred tax provision of £34,162 have been reversed, with the net impact reflected in the restated opening balances. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts. |
Turnover is recognised in advance of nursing care provided to the extent that it is probable that the |
economic benefits will flow to the company and the turnover can be reliably measured. This is funded by individuals or Government agencies. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts. |
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 its identifiable assets and liabilities of the acquire 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 Income Statement over its useful economic life of 10 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are stated at cost less accumulated depreciation and impairment. During the year, the company changed its accounting policy from the revaluation model to the cost model under FRS 102 Section 17. The revaluation reserve has been reversed, and the carrying value of the freehold property has been reduced to its recoverable amount via an impairment charge, supported by external valuation evidence. |
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Income Statement during the period in which they are incurred. |
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method. |
Depreciation is provided on the following basis: |
Freehold property - Straight line over 50 years |
Fixtures and fittings - 25% reducing balance |
Computer equipment - 25% reducing balance |
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 charge since the last reporting date.The brought forward net book value of certain fixtures and fittings was reviewed as part of the directors’ impairment assessment under the non-going concern basis and was impaired in full to £nil during the year. This impairment has been recognised in the income statement for the year ended 30 June 2024. |
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Income Statement. |
Financial instruments |
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. |
The contributions are recognised as an expense in the Income Statement 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 company in independently administered funds. |
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. |
Creditors |
Short term creditors are measured at the transaction price. |
Finance costs |
Finance costs are charged to the Income Statement 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. |
Dividends |
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. |
Impairment of non-financial assets |
At each reporting date non-financial assets not carried at fair value, like intangible assets and plant,property and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any asset or group of related assets, which is the higher of value in use and the fair value less cost to sell, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in the Income Statement. |
If an impairment loss is subsequently reversed, the carrying amount of the asset or group of related assets is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset or group of related assets in prior periods. A reversal of an impairment loss is recognised immediately in the Income Statement. |
The company carried out such a review in the current year under the non-going concern basis, and impairment losses were recognised where appropriate. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | ACCOUNTING POLICIES - continued |
Modified non-going concern basis |
The financial statements have been prepared on a modified non-going concern basis following the directors' decision to cease trading in April 2025. This decision forms part of a wider group restructuring plan, under which assets and operations are expected to be transferred within the group. The company is not expected to continue as a trading entity beyond this date. The accounts reflect the appropriate adjustments to asset values and liabilities in accordance with this basis. |
4. | EMPLOYEES AND DIRECTORS |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
30.6.24 | 30.6.23 |
as restated |
Staff |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Directors' remuneration |
5. | OPERATING PROFIT/(LOSS) |
The operating profit (2023 - operating loss) is stated after charging: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Depreciation - owned assets |
Goodwill amortisation |
Impairment of tangible fixed assets |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Bank loan interest |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax | ( |
) |
Tax on loss |
Tax effects relating to effects of other comprehensive income |
30.6.24 |
Gross | Tax | Net |
£ | £ | £ |
Adjusted | Intra-Group Balance | ( |
) | - | (1,221,181 | ) |
30.6.23 |
Gross | Tax | Net |
£ | £ | £ |
Reversed Deferred Tax on revaluation | ( |
) | 34,532 | (133,538 | ) |
8. | PRIOR YEAR ADJUSTMENT |
In the prior year (2023), the company adopted the revaluation model for its freehold property. This resulted in a revaluation surplus of £170,810, which was recorded in a revaluation reserve, and a corresponding deferred tax provision of £34,162 related to that surplus. |
In the current year, the directors determined that the cost model is more appropriate (given the planned cessation of trading in April 2025). Accordingly, the accounting policy has been changed to the cost model and applied retrospectively in accordance with FRS 102. The previously recognised revaluation surplus and associated deferred tax provision have been removed from the financial statements. |
The impact on equity of this prior year adjustment is as follows: |
Revaluation reserve eliminated - £136,648 (removal of the revaluation surplus net of tax) |
Deferred tax provision removed - £34,162 (removal of the deferred tax liability related to the revaluation, reducing the deferred tax provision at 30 June 2023 from £53,127 to £18,595) |
Net reduction in retained earnings - £102,486 (overall decrease in accumulated profits as the net effect of reversing the revaluation and its deferred tax) |
Following this change, the freehold property’s carrying value has been impaired to £1,850,000 under the cost model. The opening balances in the Statement of Changes in Equity have been restated accordingly to reflect the elimination of the revaluation reserve and the corresponding net reduction in retained earnings. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
9. | INTANGIBLE FIXED ASSETS |
Goodwill |
£ |
COST |
At 1 July 2023 |
and 30 June 2024 |
AMORTISATION |
At 1 July 2023 |
Amortisation for year |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
10. | TANGIBLE FIXED ASSETS |
Fixtures |
Freehold | and |
property | fittings | Totals |
£ | £ | £ |
COST |
At 1 July 2023 |
Additions |
Impairments | - | (309,768 | ) | (309,768 | ) |
At 30 June 2024 |
DEPRECIATION |
At 1 July 2023 |
Charge for year |
Impairments | ( |
) | ( |
) |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
Included in cost of land and buildings is freehold land of £ 950,000 (2023 - £ 950,000 ) which is not depreciated. |
The brought forward net book value of fixtures and fittings has been fully impaired in the current year, following an impairment review undertaken in light of the company’s adoption of the non-going concern basis of preparation. |
Freehold property was valued on an open market basis on 8 April 2022 by Christie & Co. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Amounts owed by participating interests | - | 35,069 |
Other debtors |
Prepayments and accrued income |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Bank loans and overdrafts |
Payments on account |
Trade creditors |
Amounts owed to participating interests | 92,634 | - |
Taxation and social security |
Other creditors |
13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Bank loans |
Amounts falling due in more than five years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 1,231,294 | 1,372,013 |
14. | PROVISIONS FOR LIABILITIES |
30.6.24 | 30.6.23 |
as restated |
£ | £ |
Deferred tax |
Other timing differences | 4,907 | 18,595 |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
14. | PROVISIONS FOR LIABILITIES - continued |
Deferred |
tax |
£ |
Balance at 1 July 2023 |
Adjusted to profit and loss | (13,688 | ) |
Balance at 30 June 2024 |
The deferred tax provision at 1 July 2023 was £18,595. During the year, £13,688 was released to the profit and loss account, reducing the provision to £4,907 at 30 June 2024. |
The closing balance relates solely to temporary differences arising on fixed asset additions. |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
value: | as restated |
£ | £ |
Ordinary | 1 | 4 | 4 |
16. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 July 2023 |
Prior year adjustment | ( |
) | ( |
) |
( |
) | 758,152 |
Deficit for the year | ( |
) | ( |
) |
Interco transfer to equity | (1,221,181 | ) | - | (1,221,181 | ) |
At 30 June 2024 | ( |
) | (509,935 | ) |
During the year, certain intercompany balances were re-evaluated by the directors. Based on the group restructuring and the expectation that these amounts will not be recovered in the ordinary course of business, they have been reclassified as capital in nature. As such, a transfer of £1,221,181 has been recognised directly in reserves to reflect the substance of the transaction. |
17. | ULTIMATE CONTROLLING PARTY |
The immediate and ultimate controlling parent company is Devon Care Homes Holdings Limited. |
The ultimate controlling party is Mr and Mrs Birkett, shareholders of Devon Care Homes Holdings Limited. |
The largest and smallest group in which the results of this compary are consolidated is Devon Care Homes Holdings Limited. The financial statements are publicaly available and can be obtained from the registered office of Blackwater Mill Limited as the companies share the same registered office address. |
BLACKWATER MILL LIMITED (REGISTERED NUMBER: 07967160) |
Notes to the Financial Statements - continued |
for the Year Ended 30 June 2024 |
18. | CROSS GUARANTEE |
There is a cross guarantee on the bank loan included within West Bank Residential Home Limited of £3,858,254 (2023: £4,178,159) at the year end. |