Company registration number 14504895 (England and Wales)
GA HC REIT II U.K PROPCO MB LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
GA HC REIT II U.K PROPCO MB LTD
COMPANY INFORMATION
Directors
C M Roberts
(Appointed 30 April 2024)
W G Rumble
(Appointed 17 September 2024)
Company number
14504895
Registered office
6th Floor
One London Wall
London
EC2Y 5EB
Auditor
Gravita II LLP
Aldgate Tower
2 Leman Street
London
E1 8FA
GA HC REIT II U.K PROPCO MB LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 29
GA HC REIT II U.K PROPCO MB LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report together with the audited financial statements for the period ended 31 March 2024.

Principal activities

The principal activity of the Company and Group at the reporting date is investment in and leasing of care home assets.

Review of the business

The company acquired the GA HC REIT II U.K. SH Acquisition Ltd group on 30 November 2022. Following the acquisition the Group and the tenant completed a lease restructuring which waived a significant amount of past due rental income, as well as lowered the future rental income to a more sustainable level.

 

In line with the group's long term plans £18m program of improvements in it's investment property has been completed during the period. The improvements have underpinned development of the rental income returning the group to a profit for the period and supported the financial stability of it's tenant, Aria Healthcare Group Limited.

 

The results and conclusions regarding the impact of this on the going concern assessment are described in more detail in note 1.5 of the financial statements.

 

 

Future Developments / PBSE

On 4 July 2024 a newly formed group entity (Olympus Bidco Limited) acquired the Future Care Group, a business operating residential care homes in the UK. The group's loans were renegotiated at the time securing increased facilities for the larger group for up to five years.

 

As part of the subsequent restructuring both the company and it's tenant, Aria Healthcare Group Limited, became part of the Aria Holdco One (UK) Limited group.

Development and performance

The key financial and other performance indicators during the year were as follows:

As shown on the Group's consolidated statement of comprehensive income on page 10, the Group's turnover amounted to £25,563,723 whilst the Group generated a loss before tax of £13,070,167 for the period ended 31 March 2024


As shown in the Group's consolidated statement of financial position on page 11, net assets amounted to £51,161,268.

GA HC REIT II U.K PROPCO MB LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Principal risks and uncertainties

The principal business risks have been outlined below:

Cash flow risk
Interest bearing liabilities are held at a fixed rate per annum plus the respective SONIA. The Group entered into an interest rate cap agreement against the liability that is bearing a variable rate which limits the Group's exposure.

Credit risk
The Group's principal financial assets are cash and trade receivables.

The Group's credit risk is primarily attributable to its trade receivables, which relate to rental income from one single tenant. The Group mitigates the risk of default from this tenant by monitoring whether rent is being paid in line with the agreed due dates, obtaining security deposits and identifying guarantors which are deemed creditworthy.

Due to the COVID‑19 pandemic impacting the operations of Aria Healthcare Group Limited, the Group and the tenant completed a lease restructuring in 2022 which waived a significant amount of past due rental income, as well as lowered the future rental income to a more sustainable level. As of the issuance date, the tenant is current on all contractual rental income payments.

 

Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group primarily relies on external debt financing. Such financing is provided as required.

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

C M Roberts
Director
16 April 2025
GA HC REIT II U.K PROPCO MB LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

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

Results and dividends

The loss for the year, after taxation, amounted to £13,777,901.

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

Future development
The directors aim to maintain the management policies which will result in the Group's steady growth over the foreseeable future as property prices increase over time where the Group's investment properties are maintained to a high standard of repair.
Going concern
After performing their assessment and making appropriate enquiries, the directors have a reasonable expectation that the group will remain a going concern for the foreseeable future and accordingly, the financial statements have been prepared on a going concern basis. The results and conclusions of the going concern assessment are described in more detail in note 2.2 of the financial statements.
Fixed assets
The Group's fixed assets are regarded as investment property since these are held with a long term view to capital appreciation and rental income. As at 31 March 2024, the aggregate value of the Group's investment property was £258 million.
Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

C M Roberts
(Appointed 30 April 2024)
W G Rumble
(Appointed 17 September 2024)
J Gart
(Resigned 17 September 2024)
M Lam
(Resigned 30 April 2024)
F Lacour Argerich
(Resigned 20 July 2023)
J Landau
(Appointed 20 July 2023 and resigned 25 July 2023)
P Womble
(Resigned 25 July 2023)
Principal risks and uncertainties
The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk.
The Group does not use derivative financial instruments for speculative purposes. The principal business risks have been outlined below:
Cash flow risk

Interest bearing liabilities are held at a fixed rate per annum plus the respective SONIA. One of the Group's subsidiary companies, GA HC REIT ll CH U.K. Senior Housing Portfolio Limited, entered into an interest rate cap agreement against this liability which limits the Group's exposure.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group primarily relies on intercompany financing. Such financing is provided as required.

GA HC REIT II U.K PROPCO MB LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -
Credit risk

The Group's principal financial assets are bank balances and cash, and trade receivables.

 

The Group's credit risk is primarily attributable to its trade receivables, which relate to rental income from one single tenant. The Group mitigates the risk of default from this tenant by monitoring whether rent is being paid in line with the agreed due dates, obtaining security deposits and identifying guarantors which are deemed creditworthy.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Statement of disclosure to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

 

 

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
C M Roberts
Director
16 April 2025
GA HC REIT II U.K PROPCO MB LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GA HC REIT II U.K PROPCO MB LTD
- 5 -
Opinion

We have audited the financial statements of GA HC REIT II UK PROPCO MB LTD (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

GA HC REIT II U.K PROPCO MB LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GA HC REIT II U.K PROPCO MB LTD
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

GA HC REIT II U.K PROPCO MB LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GA HC REIT II U.K PROPCO MB LTD
- 7 -

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

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.

Sarah Wilson FCA (Senior Statutory Auditor)
For and on behalf of Gravita II LLP, Statutory Auditor
Chartered Accountants
16 April 2025
GA HC REIT II U.K PROPCO MB LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
Period
ended
31 March
2024
Notes
£
Turnover
3
25,563,723
Administrative expenses
(6,865,262)
Operating profit
18,698,461
Interest payable and similar expenses
6
(29,592,849)
Amounts written off investments
7
(2,175,779)
Loss before taxation
(13,070,167)
Tax on loss
8
(707,734)
Loss for the financial period
22
(13,777,901)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
GA HC REIT II U.K PROPCO MB LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
Notes
£
£
Fixed assets
Goodwill
9
9,764,559
Tangible assets
10
1,805,515
Investment property
11
255,308,530
266,878,604
Current assets
Debtors
15
12,858,092
Cash at bank and in hand
3,774,847
16,632,939
Creditors: amounts falling due within one year
16
(168,909,700)
Net current liabilities
(152,276,761)
Total assets less current liabilities
114,601,843
Creditors: amounts falling due after more than one year
17
(58,591,518)
Provisions for liabilities
Deferred tax liability
19
4,849,057
(4,849,057)
Net assets
51,161,268
Capital and reserves
Called up share capital
20
1
Share premium account
21
35,801,464
Profit and loss reserves
22
15,359,803
Total equity
51,161,268

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 16 April 2025 and are signed on its behalf by:
16 April 2025
C M Roberts
Director
Company registration number 14504895 (England and Wales)
GA HC REIT II U.K PROPCO MB LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
12
77,227,460
Current assets
Debtors
15
3,237,690
Creditors: amounts falling due within one year
16
(1,203,294)
Net current assets
2,034,396
Total assets less current liabilities
79,261,856
Creditors: amounts falling due after more than one year
17
(58,591,518)
Net assets
20,670,338
Capital and reserves
Called up share capital
20
1
Share premium account
21
35,801,464
Profit and loss reserves
22
(15,131,127)
Total equity
20,670,338

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £12,521,610.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 16 April 2025 and are signed on its behalf by:
16 April 2025
C M Roberts
Director
Company registration number 14504895 (England and Wales)
GA HC REIT II U.K PROPCO MB LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 25 November 2022
-
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(13,777,901)
(13,777,901)
Issue of share capital
20
1
35,801,464
-
35,801,465
Capital contributions
-
-
29,137,704
29,137,704
Balance at 31 March 2024
1
35,801,464
15,359,803
51,161,268
GA HC REIT II U.K PROPCO MB LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 25 November 2022
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
(12,521,610)
(12,521,610)
Issue of share capital
20
1
35,801,464
-
35,801,465
Other movements
-
-
(2,609,517)
(2,609,517)
Balance at 31 March 2024
1
35,801,464
(15,131,127)
20,670,338
GA HC REIT II U.K PROPCO MB LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
28
(139,093,229)
Income taxes refunded
4,049,466
Net cash outflow from operating activities
(135,043,763)
Investing activities
Purchase of interest rate cap
(4,306,000)
Purchase of tangible fixed assets
(2,256,893)
Purchase of Senior Housing Portfolio group
(77,227,460)
Cash aquired on purchase of Senior Housing Portfolio group
16,115,663
Purchase of Bexhill, Ware & Towcester
(29,138,704)
Cash aquired on purchase of Bexhill, Ware & Towcester
8,203,054
Net cash used in investing activities
(88,610,340)
Financing activities
Proceeds from issue of shares
35,801,465
Repayment of bank loans
221,013,393
Purchase of derivatives
(19,857)
Interest paid
(29,366,051)
Net cash generated from financing activities
227,428,950
Net increase in cash and cash equivalents
3,774,847
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
3,774,847
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information

GA HC REIT II UK PROPCO MB LTD (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor, One London Wall, London, EC2Y 5EB.

 

The group consists of GA HC REIT II UK PROPCO MB LTD and all of its subsidiaries.

1.1
Reporting period

The accounting period is 15 months. The accounting period was extended to bring it into alignment with other companies within the group.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company GA HC REIT II UK PROPCO MB LTD together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised to the extent that is it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of the rents receivable. Any lease incentives granted to tenants are spread over the period ending on the lease expiry date.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The material area for which estimation has been applied is considered to be in the valuation for the investment property. The fair value of the Investment Property in the accounts is taken as the directors assessment of the fair value of the Investment Property based on a historic 3rd party valuation and the director's understanding of changes in market conditions in the period since.

Another material area for which estimation has been applied as the valuation and useful life of goodwill. Goodwill has been calculated based on the consideration paid less the net assets at acquisition of the subsidiaries. As the useful life cannot be reliably measured, a useful life of ten years is deemed appropriate in line with FRS 102 guidelines.

3
Turnover

The whole of the turnover is attributable to the principal activity of the business and arose within the United Kingdom.

4
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
28,500
Audit of the financial statements of the company's subsidiaries
156,500
185,000
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 20 -
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2024
Number
Number
2
2
6
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
29,307,381
Other interest on financial liabilities
285,468
29,592,849
7
Amounts written off investments
2024
£
Fair value gains/(losses) on financial instruments
Loss on interest rate cap
(2,175,779)
8
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
872,744
Adjustments in respect of prior periods
(364,667)
Total UK current tax
508,077
Foreign current tax on profits for the current period
34,926
Total current tax
543,003
Deferred tax
Origination and reversal of timing differences
164,731
Total tax charge
707,734
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
8
Taxation
(Continued)
- 21 -

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(13,070,167)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.82%
(3,113,314)
Tax effect of expenses that are not deductible in determining taxable profit
1,320,348
Gains not taxable
(1,978,051)
Tax effect of utilisation of tax losses not previously recognised
1,302,008
Unutilised tax losses carried forward
3,596,225
Under/(over) provided in prior years
(372,654)
Effect of overseas tax rats
(47,516)
Tax penalties
688
Taxation charge
707,734
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 25 November 2022
-
0
Additions
11,266,759
At 31 March 2024
11,266,759
Amortisation and impairment
At 25 November 2022
-
0
Amortisation charged for the period
1,502,200
At 31 March 2024
1,502,200
Carrying amount
At 31 March 2024
9,764,559
The company had no intangible fixed assets at 31 March 2024.
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 22 -
10
Tangible fixed assets
Group
Fixtures and fittings
£
Cost
At 25 November 2022
-
0
Additions
2,256,893
At 31 March 2024
2,256,893
Depreciation and impairment
At 25 November 2022
-
0
Depreciation charged in the period
451,378
At 31 March 2024
451,378
Carrying amount
At 31 March 2024
1,805,515
The company had no tangible fixed assets at 31 March 2024.
11
Investment property
Group
Company
2024
2024
£
£
Fair value
At 25 November 2022 and 31 March 2024
239,325,001
-
Additions through external acquisition
15,983,529
-
At 31 March 2024
255,308,530
-

Investment property comprises of multiple properties throughout the group. The fair value of investment properties is the directors' assessment, based on an external valuation carried out in October 2022 by Knight Frank Estate Agents, who are not connected with the company. In the directors opinion the value of properties as at the year end has not materially changed since this formal valuation.

The investment properties are pledged as security to the wider group.

12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
77,227,460
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
12
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 25 November 2022
-
Additions
77,227,460
At 31 March 2024
77,227,460
Carrying amount
At 31 March 2024
77,227,460
13
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
GA HC REIT II CH U.K Senior Housing Portfolio Limited
6th Floor One London Wall, London, United Kingdom, EC2Y 5EB
Ordinary
0
100.00
GA HC REIT II CH U.K L'Hermitage Limited
3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG
Ordinary
0
100.00
GA HC REIT II CH U.K. Walstead Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Home of Compassion (Thames Ditton) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Bawtree House (Sutton) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Ivy Place (Norwich) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Ivy Road (Norwich) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Southlands Court (Bexhill) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Caring Homes (Towcester) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Caring Homes (Ware) Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
Westlin Water Lane Limited
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
0
100.00
GA HC REIT II U.K. SH Acquisition Ltd
6th Floor 1 London Wall, London, EC2Y 5EB
Ordinary
100.00
-

Southlands Court (Bexhill) Ltd, Caring Homes (Ware) Ltd & Caring Homes (Towcester) Ltd were all acquired by GA HC REIT II SENIOR HOUSING PORTFOLIO LTD on the same day as the acquisition of GA HC REIT II U.K. SH Acquisition by GA HC REIT UK PROPCO MB LTD. The investment cost for these three companies totalled £29,138,704

14
Financial instruments
Group
Company
2024
2024
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
19,857
-
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 24 -
15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,624,428
-
0
Derivative financial instruments
19,857
-
Other debtors
11,121,481
3,237,690
12,765,766
3,237,690
Deferred tax asset (note 19)
1,870
-
0
12,767,636
3,237,690
Amounts falling due after more than one year:
Deferred tax asset (note 19)
90,456
-
0
Total debtors
12,858,092
3,237,690
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
18
162,421,875
-
0
Trade creditors
2,904
-
0
Amounts owed to group undertakings
125,000
-
0
Corporation tax payable
1,624,897
-
0
Other taxation and social security
4,395
-
Other creditors
533,506
-
0
Accruals and deferred income
4,197,123
1,203,294
168,909,700
1,203,294

Bank loans included in amounts falling due within one year have a maturity date of 18 October 2024. Arrangements were made at this date for the refinancing of this debt.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
18
58,591,518
58,591,518
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 25 -
18
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
221,013,393
58,591,518
Payable within one year
162,421,875
-
0
Payable after one year
58,591,518
58,591,518

The long-term loans are secured by fixed charges over the investment properties.

 

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Assets
2024
2024
Group
£
£
Accelerated capital allowances
4,851,682
-
Fixed asset timing differences
-
90,456
Short term timing differences
(2,625)
-
Capital gains
-
1,870
4,849,057
92,326
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Liability at 25 November 2022
4,592,000
-
Charge to profit or loss
164,731
-
Liability at 31 March 2024
4,756,731
-

 

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 26 -
20
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
1 Ordinary share of £1 each
1
1
21
Share premium account
Group
Company
2024
2024
£
£
At the beginning of the period
-
0
-
0
Issue of new shares
35,801,464
35,801,464
At the end of the period
35,801,464
35,801,464
22
Profit and loss reserves
Group
Company
2024
2024
£
£
At the beginning of the period
-
-
Loss for the period
(13,777,901)
(12,521,610)
Other movements
29,137,704
(2,609,517)
At the end of the period
15,359,803
(15,131,127)
23
Acquisition of a business

On 30 November 2022 the group acquired 100% of the issued capital of GA HC REIT II U.K. SH Acquisition Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Investment property
209,529,067
-
209,529,067
Trade and other receivables
13,014,805
-
13,014,805
Cash and cash equivalents
16,115,663
-
16,115,663
Trade and other payables
(168,123,779)
-
(168,123,779)
Deferred tax
(4,575,055)
-
(4,575,055)
Total identifiable net assets
65,960,701
-
65,960,701
Goodwill
11,266,759
Total consideration
77,227,460
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
23
Acquisition of a business
(Continued)
- 27 -
The consideration was satisfied by:
£
Cash
35,801,464
Loan repayments
41,425,996
77,227,460
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
22,196,618
Loss after tax
(68,141)

On 30 November 2022 the group acquired 100% of the issued capital of Southlands Court (Bexhill) Ltd, Caring Homes (Ware) Ltd & Caring Homes (Towcester) Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Investment property
29,138,704
-
29,138,704
Cash and cash equivalents
8,203,054
-
8,203,054
Borrowings
(8,069,138)
-
(8,069,138)
Trade and other payables
(65,942)
-
(65,942)
Deferred tax
(67,974)
-
(67,974)
Total identifiable net assets
29,138,704
-
29,138,704
Goodwill
-
Total consideration
29,138,704
The consideration was satisfied by:
£
Capital contributions
29,138,704
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
17,770,369
Profit after tax
1,304,590
GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
24
Operating lease commitments
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2024
2024
£
£
Within one year
18,666,666
-
Between two and five years
80,000,000
-
In over five years
111,666,667
-
210,333,333
-
25
Events after the reporting date

On 4 July 2024 a newly formed group entity (Olympus Bidco Limited) acquired the Future Care Group, a business operating residential care homes in the UK. The group's loans were renegotiated at the time securing increased facilities for the larger group for up to five years. As part of the subsequent restructuring both the company and it's tenant, Aria Healthcare Group Limited, became part of the Aria Holdco One (UK) Limited group.

26
Related party transactions

The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 33 'Related Party Disclosures' paragraph 33.1A not to disclose transactions with certain group companies on the grounds that the subsidiary party to the transactions are wholly owned members of the group.

27
Controlling party

The Company's immediate parent undertaking is CH SPV Holdings (Cayman) Ltd by virtue of its 100% shareholding.

The ultimate parent undertaking is CH SPV Holdings (Cayman) Ltd, which is registered in the Cayman Islands.

There is no ultimate controlling party.

The smallest group of undertakings for which group financial statements will be drawn up is that headed by GA HC REIT II CH U.K. Senior Housing Portfolio Limited.

The largest group of undertakings for which group financial statements will be drawn up is that headed by GA HC REIT II U.K. Propco MB Ltd,

GA HC REIT II U.K PROPCO MB LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
28
Cash absorbed by group operations
2024
£
Loss after taxation
(13,777,901)
Adjustments for:
Taxation charged
707,734
Finance costs
29,592,849
Amortisation and impairment of intangible assets
1,502,200
Discount amortisation
1,623,054
Depreciation and impairment of tangible fixed assets
451,378
Other gains and losses
2,175,779
Movements in working capital:
Decrease in debtors
1,893,324
Decrease in creditors
(163,261,646)
Cash absorbed by operations
(139,093,229)
29
Analysis of changes in net debt - group
25 November 2022
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
-
3,774,847
3,774,847
Borrowings excluding overdrafts
-
(221,013,393)
(221,013,393)
-
(217,238,546)
(217,238,546)
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