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REGISTERED NUMBER: SC513334 (Scotland)















Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 March 2024

for

Y1 Capital Ltd

Y1 Capital Ltd (Registered number: SC513334)






Contents of the Consolidated Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Statement of Cash Flows 14

Notes to the Consolidated Statement of Cash Flows 15

Notes to the Consolidated Financial Statements 17


Y1 Capital Ltd

Company Information
for the Year Ended 31 March 2024







DIRECTOR: Dr S Sainudeen





REGISTERED OFFICE: 272 Bath Street
Glasgow
G2 4JR





REGISTERED NUMBER: SC513334 (Scotland)





AUDITORS: Haines Watts Liverpool Limited
Pacific Chambers
11-13 Victoria Street
Liverpool
Merseyside
L2 5QQ

Y1 Capital Ltd (Registered number: SC513334)

Group Strategic Report
for the Year Ended 31 March 2024

The director presents his strategic report of the company and the group for the year ended 31 March 2024.

REVIEW OF BUSINESS
The principle activity of the group for the period continued to be that of surgical medical procedures and care services.

PRINCIPAL RISKS AND UNCERTAINTIES
The director is responsible for the identification of business risks and for developing plans to mitigate such risk, so to reduce it's impact on the Group. The director continues to plan and take appropriate action to ensure effective cost management across the Group, to further strengthen and develop its service offering, to secure new business, manage and improve liquidity and optimism debt usage.

KEY PERFORMANCE INDICATIONS
31.03.2024 31.03.2023
Group turnover £38,387,234 £15,584,223
Gross margin 30.5% 30.3%
Profit/ (loss) after tax £4,192 (£5,353,157 )
Cash position £2,971,234 £876,089
Current ratio 0.6 0.6

ESG AND SUSTAINABILITY
The director has identified that closely linked with risk is the group's ability to achieve sustainability and the director continues to identify the importance of care and sustainability. The group continues to seek and assess new methods to improve sustainability in its business model and to also reduce its carbon footprint. In addition, the group continues to invest in employee welfare, health & safety, employee engagement and training, and follows government guidance and best practice in these areas.

ON BEHALF OF THE BOARD:





Dr S Sainudeen - Director


10 June 2025

Y1 Capital Ltd (Registered number: SC513334)

Report of the Director
for the Year Ended 31 March 2024

The director presents his report with the financial statements of the company and the group for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of of surgical medical procedures and care services.

DIVIDENDS
No interim dividend was paid during the year. The director recommends a final dividend of 515.46p per share.

The total distribution of dividends for the year ended 31 March 2024 will be £ 515,462 .

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
Dr S Sainudeen has held office during the whole of the period from 1 April 2023 to the date of this report.

Other changes in directors holding office are as follows:

Ms S Yesmin - resigned 1 September 2023

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director 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 group and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 'The financial reporting standard applicable in the UK and Republic of Ireland' 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group 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 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Y1 Capital Ltd (Registered number: SC513334)

Report of the Director
for the Year Ended 31 March 2024


AUDITORS
The auditors, Haines Watts Liverpool Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Dr S Sainudeen - Director


10 June 2025

Report of the Independent Auditors to the Members of
Y1 Capital Ltd

Disclaimer of opinion

We were engaged to audit the financial statements of Y1 Capital Limited ( the 'company') and its subsidiary undertakings (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equit, Consolidated Statement of Cashflow and notes to the financial statements, including a summary of significant accounting policies. The financial reporting 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 United Kingdom and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

We do not express an opinion on the accompanying financial statements of the group because of the significance of the matter described in the basis for disclaimer of opinion section of our report. We have not been able to obtain sufficient audit evidence to provide a basis for an audit opinion of these financial statements.

Basis for disclaimer of opinion
Transform Healthcare Limited, a material subsidiary of the group, entered into administration in November 2024, after the Statement of Financial Position date. Furthermore, there were changes in the management of the entity following a pre-package sale of the assets of Transform Healthcare Limited to Electiva Hospitals Manchester Limited, Electiva Hospitals Birmingham Limited and Transform Medical Services Limited, which occured after the balance sheet date.

We were unable to gain sufficient audit evidence in relation to the results of Transform Healthcare Limited on which to base an audit opinion due to the uncertainty over the administration process which is not completed and the limitation of audit evidence available to us which created a limitation on our audit.

The inability to gain sufficient evidence over Transfrom Healthcare Limited could have a material and pervasive effective over these financial statements.

In addition to this, we have been unable to obtain sufficient evidence to support the going concern status of the group for the foreseeable future and as such we provide a disclaimer of opinion over the going concern basis of the financial statements.

Conclusions relating to going concern
Due to the reasons included within the 'Basis for disclaimer of opinion' section of this report, we do not express an opinion on the accompanying financial statements including the director's use of the going concern basis of accounting.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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.

Report of the Independent Auditors to the Members of
Y1 Capital Ltd


Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:


-
the information given in the Group Strategic Report and the Report of the Director for the financial year for
which the financial statements are prepared is consistent with the financial statements; and

-
the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable
legal requirements.

Matters on which we are required to report by exception
Notwithstanding our disclaimer of opinion on the financial statements, in light of the knowledge and understanding of the group and its environment obtained during the course of our audit procedures, subject to the pervasive limitations placed on their scope as described above, we have not identified material misstatement in the Group Strategic Report, the Report of the Director or the the results of those subsidiary undertakings also consolidated within these financial statements not previously highlighted within the basis for disclaimer of opinion described above.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
- we were unable to determine whether adequate accounting records have been kept.

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:

- returns adequate for our audit have not been received from branches not visited by us: or
- the financial statements are in not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made, or
- the director is not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Report of the Director and from the requirements to prepare a Group Strategic Report.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the group’s and company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the group and 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.

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.

Report of the Independent Auditors to the Members of
Y1 Capital Ltd


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.




Michael Forshaw BA FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts Liverpool Limited
Pacific Chambers
11-13 Victoria Street
Liverpool
Merseyside
L2 5QQ

11 June 2025

Y1 Capital Ltd (Registered number: SC513334)

Consolidated Income Statement
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £ £ £ £

TURNOVER 3 38,387,234 15,584,223

Cost of sales 26,662,762 10,857,644
GROSS PROFIT 11,724,472 4,726,579

Distribution costs (151,714 ) -
Administrative expenses 11,570,073 6,702,228
11,418,359 6,702,228
306,113 (1,975,649 )

Other operating income 108,905 265,040
OPERATING PROFIT/(LOSS) 5 415,018 (1,710,609 )

Exceptional items 6 500,363 3,334,432
(85,345 ) (5,045,041 )

Income from fixed asset investments 35,000 -
Interest receivable and similar income 344 259
35,344 259
(50,001 ) (5,044,782 )

Interest payable and similar expenses 7 172,816 110,134
LOSS BEFORE TAXATION (222,817 ) (5,154,916 )

Tax on loss 8 (227,010 ) 198,241
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

4,193

(5,353,157

)
Profit/(loss) attributable to:
Owners of the parent 4,193 (5,122,382 )
Non-controlling interests - (230,775 )
4,193 (5,353,157 )

Y1 Capital Ltd (Registered number: SC513334)

Consolidated Other Comprehensive Income
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £ £

PROFIT/(LOSS) FOR THE YEAR 4,193 (5,353,157 )


OTHER COMPREHENSIVE INCOME
Sale of minority shareholding in group - 700,100
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME
TAX


-


700,100
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,193

(4,653,057

)
Note
Prior year adjustment 11 (1,167,864 )
TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(1,163,671

)

Total comprehensive income attributable to:
Owners of the parent (1,063,877 ) (4,422,282 )
Non-controlling interests (99,794 ) (230,775 )
(1,163,671 ) (4,653,057 )

Y1 Capital Ltd (Registered number: SC513334)

Consolidated Statement of Financial Position
31 March 2024

31.3.24 31.3.23
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 1,162,867 596,242
Tangible assets 13 925,780 207,445
Investments 14 - -
2,088,647 803,687

CURRENT ASSETS
Stocks 15 1,007,191 468,368
Debtors 16 6,082,860 5,570,564
Cash at bank and in hand 2,971,234 876,089
10,061,285 6,915,021
CREDITORS
Amounts falling due within one year 17 15,066,847 11,570,526
NET CURRENT LIABILITIES (5,005,562 ) (4,655,505 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,916,915

)

(3,851,818

)

CREDITORS
Amounts falling due after more than one
year

18

1,861,438

315,472
NET LIABILITIES (4,778,353 ) (4,167,290 )

CAPITAL AND RESERVES
Called up share capital 22 1,000 1,000
Retained earnings 23 (4,448,784 ) (3,937,515 )
SHAREHOLDERS' FUNDS (4,447,784 ) (3,936,515 )

NON-CONTROLLING INTERESTS 24 (330,569 ) (230,775 )
TOTAL EQUITY (4,778,353 ) (4,167,290 )

The financial statements were approved by the director and authorised for issue on 10 June 2025 and were signed by:





Dr S Sainudeen - Director


Y1 Capital Ltd (Registered number: SC513334)

Company Statement of Financial Position
31 March 2024

31.3.24 31.3.23
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 1,523 2,506
Investments 14 1,402,697 907,697
1,404,220 910,203

CURRENT ASSETS
Debtors 16 685,379 1,256,935
Cash at bank 6,337 2,642
691,716 1,259,577
CREDITORS
Amounts falling due within one year 17 3,746,335 2,252,931
NET CURRENT LIABILITIES (3,054,619 ) (993,354 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,650,399

)

(83,151

)

CREDITORS
Amounts falling due after more than one
year

18

-

15,275
NET LIABILITIES (1,650,399 ) (98,426 )

CAPITAL AND RESERVES
Called up share capital 22 1,000 1,000
Retained earnings 23 (1,651,399 ) (99,426 )
SHAREHOLDERS' FUNDS (1,650,399 ) (98,426 )

Company's (loss)/profit for the financial
year

(1,373,554

)

36,146

The financial statements were approved by the director and authorised for issue on 10 June 2025 and were signed by:





Dr S Sainudeen - Director


Y1 Capital Ltd (Registered number: SC513334)

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

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£ £ £ £ £
Balance at 1 April 2022 2,000 484,767 486,767 - 486,767

Changes in equity
Issue of share capital (1,000 ) - (1,000 ) - (1,000 )
Total comprehensive income - (3,254,418 ) (3,254,418 ) (230,775 ) (3,485,193 )
Balance at 31 March 2023 1,000 (2,769,651 ) (2,768,651 ) (230,775 ) (2,999,426 )
Prior year adjustment - (1,167,864 ) (1,167,864 ) - (1,167,864 )
As restated 1,000 (3,937,515 ) (3,936,515 ) (230,775 ) (4,167,290 )

Changes in equity
Dividends - (515,462 ) (515,462 ) - (515,462 )
Total comprehensive income - 4,193 4,193 (99,794 ) (95,601 )
Balance at 31 March 2024 1,000 (4,448,784 ) (4,447,784 ) (330,569 ) (4,778,353 )

Y1 Capital Ltd (Registered number: SC513334)

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

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 April 2022 1,000 (135,572 ) (134,572 )

Changes in equity
Total comprehensive income - 36,146 36,146
Balance at 31 March 2023 1,000 (99,426 ) (98,426 )

Changes in equity
Dividends - (178,420 ) (178,420 )
Total comprehensive income - (1,373,554 ) (1,373,554 )
Balance at 31 March 2024 1,000 (1,651,400 ) (1,650,400 )

Y1 Capital Ltd (Registered number: SC513334)

Consolidated Statement of Cash Flows
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 2,474,295 295,138
Interest paid (172,816 ) (110,134 )
Tax paid (53,649 ) 38,541
Net cash from operating activities 2,247,830 223,545

Cash flows from investing activities
Purchase of intangible fixed assets (674,466 ) (396,449 )
Purchase of tangible fixed assets (809,777 ) (208,376 )
Sale of tangible fixed assets 151,714 -
Sale of minority shareholding - 700,100
Interest received 344 259
Dividends received 35,000 -
Net cash from investing activities (1,297,185 ) 95,534

Cash flows from financing activities
New loans in year 1,497,012 -
Loan repayments in year (20,000 ) -
Amount introduced by directors 65,742 226,401
Amount withdrawn by directors 141,980 -
Equity dividends paid (515,462 ) -
Net cash from financing activities 1,169,272 226,401

Increase in cash and cash equivalents 2,119,917 545,480
Cash and cash equivalents at beginning of
year

2

850,934

305,454

Cash and cash equivalents at end of year 2 2,970,851 850,934

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 March 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.3.24 31.3.23
£ £
Loss before taxation (222,817 ) (5,154,916 )
Depreciation charges 247,678 100,052
Profit on disposal of fixed assets (151,714 ) -
Amortisation charges 107,841 -
Impairment of investments 318,603 -
Write offs of interco and related party 475,693 -
Government grants - (69,212 )
Finance costs 172,816 110,134
Finance income (35,344 ) (259 )
912,756 (5,014,201 )
Increase in stocks (538,823 ) (462,738 )
Increase in trade and other debtors (500,034 ) (4,064,273 )
Increase in trade and other creditors 2,600,396 9,836,350
Cash generated from operations 2,474,295 295,138

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£ £
Cash and cash equivalents 2,971,234 876,089
Bank overdrafts (383 ) (25,155 )
2,970,851 850,934
Year ended 31 March 2023
31.3.23 1.4.22
£ £
Cash and cash equivalents 876,089 324,680
Bank overdrafts (25,155 ) (19,226 )
850,934 305,454


Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 March 2024

3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.23 Cash flow At 31.3.24
£ £ £
Net cash
Cash at bank and in hand 876,089 2,095,145 2,971,234
Bank overdrafts (25,155 ) 24,772 (383 )
850,934 2,119,917 2,970,851
Debt
Finance leases - (186,236 ) (186,236 )
Debts falling due within 1 year (172,454 ) 48,239 (124,215 )
Debts falling due after 1 year (315,472 ) (1,359,730 ) (1,675,202 )
(487,926 ) (1,497,727 ) (1,985,653 )
Total 363,008 622,190 985,198

Y1 Capital Ltd (Registered number: SC513334)

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

1. STATUTORY INFORMATION

Y1 Capital Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated group financial statements consist of the financial statements of the company, Y1 Capital Ltd, together with all the entities controlled by the company ('its subsidiaries') and the group's share of its interests in joint ventures and associates where applicable.

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 in 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, as treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group's share of the net assists of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group's interest in the entity.

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the director is 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.

Depreciation
Depreciation rates in respect of the fixed assets held by the group are intended to reflect management's expectation of the useful economic life of those assets based on both historical experience as well as other external information.

Fair value of Transform Healthcare Limited assets
As a result of the entity entering administration after the Statement of Financial Position date, the director has performed an assessment of the carrying value of the assets consolidated into these financial statements and concluded that the fair value of those assets, less costs to sell, is at least equal to their carrying value, and as such no impairment of the assets is required.

Turnover
Turnover is generated through the provision of surgical procedures and the provision of social care services. Transactions for surgical procedures are initially recognised at cost, less the deposit paid by the customer, value added tax and other sales tax and is recognised at the point the procedures are performed.

Transactions for social care services are recognised at cost less value added tax and other sales tax and is recognised at the point the care services are provided.

Goodwill
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the Statement of Comprehensive Income.

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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 33% on cost and Over term of lease
Plant and machinery - 33.3% on cost, 33% on cost, 25% reducing balance and 20% on cost
Fixtures and fittings - 33.3% on cost, 33% on cost, 20% on cost and 15% on reducing balance
Motor vehicles - 33% on cost, 25% reducing balance and 15% on reducing balance
Computer equipment - 33% on cost, 33.3% on cost and 25% reducing balance

All tangible fixed assets are initially measured at cost and subsequently measured at cost less depreciation and any impairment losses.

Gains and losses arising on the disposal of an asset are determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss as the gain or loss arises.

Stocks
Stocks are formed of medical equipment used in the performance of surgical procedures. Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are recognised in profit or loss.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Going concern
The director has considered the group's net liability deficit at the Consolidated Statement of Financial Position date and the expected financial position over the 12 month period following approval of these financial statements. It is noted that the deficit on the Consolidated Statement of Financial Position is a result of the liability position of both the company and a subsidiary of the group, Transform Healthcare Limited.

Post year-end, Transform Healthcare Limited entered into administration, with the trading assets of the entity being acquired by three newly-created connected subsidiary entities of Y1 Capital Limited, for £500,000. The remaining liabilities of Transform Healthcare Limited are intended to be settled, so far as possible, by funds generated from the administration process of the entity.

Following this process, the directors believe the group will return to a net asset position and as such have concluded that it is appropriate to prepare the financial statements on a going concern basis.

We draw your attention to the auditors report 'Conclusions relating to going concern' which states that the auditor does not express an opinion on the director's use of the going concern basis of accounting.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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

Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provision of the instrument.

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

Basic financial assets
Basic financial assets, which include trade and other receivables and cash and cash equivalents, are initially measured at transaction price, including transaction costs, and are then subsequently carried at amortised cost using the effective interest method, less provision for impairment, unless arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future lease receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and other receivables due with the operating cycle fall into this category of financial instruments.

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

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

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

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

Basic financial instruments, which include trade and other payables and bank and other loans are initially measured at their transaction price after transaction costs. When this constitute a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Derecognition of financial instruments

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

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire, are discharged or cancelled.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.3.24 31.3.23
£ £
Surgical medical procedures 30,023,090 10,158,306
Care services 8,364,144 5,425,917
38,387,234 15,584,223

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

3. TURNOVER - continued

An analysis of turnover by geographical market is given below:

31.3.24 31.3.23
£ £
United Kingdom 38,387,234 15,584,223
38,387,234 15,584,223

4. EMPLOYEES AND DIRECTORS
31.3.24 31.3.23
£ £
Wages and salaries 13,185,147 7,637,777
Social security costs 1,177,809 391,436
Other pension costs 235,407 85,786
14,598,363 8,114,999

The average number of employees during the year was as follows:
31.3.24 31.3.23

Medical and admin staff 292 28
Care staff 282 244
574 272

The average number of employees by undertakings that were proportionately consolidated during the year was 574 (2023 - 272 ) .

31.3.24 31.3.23
£ £
Directors' remuneration - -

5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

31.3.24 31.3.23
£ £
Hire of plant and machinery - 7,138
Depreciation - owned assets 247,678 36,022
Profit on disposal of fixed assets (151,714 ) -
Goodwill amortisation 73,631 59,966
Patents and licences amortisation 34,210 4,063
Auditors' remuneration 14,000 17,500
Auditors' remuneration for non audit work 6,500 2,350

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

6. EXCEPTIONAL ITEMS
31.3.24 31.3.23
£ £
Exceptional items (500,363 ) (3,334,432 )

Included on the face of the Consolidated Statement of Comprehensive Income is £500,363 of exceptional expenditure. This relates to the write off of irrecoverable non-group intercompany debtors.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.3.24 31.3.23
£ £
Bank interest 139,553 70,598
Loan interest 33,263 39,536
172,816 110,134

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
31.3.24 31.3.23
£ £
Current tax:
UK corporation tax - 226,718
Overprovision relating to
prior periods (227,010 ) (28,477 )

Tax on loss (227,010 ) 198,241

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.24 31.3.23
£ £
Loss before tax (222,817 ) (5,154,916 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

(55,704

)

(979,434

)

Effects of:
Expenses not deductible for tax purposes 10,642 -
Depreciation in excess of capital allowances 79,376 662
Utilisation of tax losses (34,314 ) -
Adjustments to tax charge in respect of previous periods (227,010 ) -
S455 tax payable - 100,285
Losses carried forward - 1,076,728
Total tax (credit)/charge (227,010 ) 198,241

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

8. TAXATION - continued

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 March 2024.

31.3.23
Gross Tax Net
£ £ £
Sale of minority shareholding in group 700,100 - 700,100

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS
31.3.24 31.3.23
£ £
Ordinary shares of 1 each
Final 515,462 -

11. PRIOR YEAR ADJUSTMENT

A prior year adjustment has been made to reduce the brought forward non-controlling interest debit by £1,167,864.

12. INTANGIBLE FIXED ASSETS

Group
Patents and
Goodwill licences Totals
£ £ £
COST
At 1 April 2023 736,313 74,375 810,688
Additions 495,000 179,466 674,466
At 31 March 2024 1,231,313 253,841 1,485,154
AMORTISATION
At 1 April 2023 210,383 4,063 214,446
Amortisation for year 73,631 34,210 107,841
At 31 March 2024 284,014 38,273 322,287
NET BOOK VALUE
At 31 March 2024 947,299 215,568 1,162,867
At 31 March 2023 525,930 70,312 596,242

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

13. TANGIBLE FIXED ASSETS

Group
Fixtures
Improvements Plant and and
to property machinery fittings
£ £ £
COST
At 1 April 2023 89,986 44,701 80,211
Additions 253,917 - -
At 31 March 2024 343,903 44,701 80,211
DEPRECIATION
At 1 April 2023 14,095 39,685 70,614
Charge for year 68,645 3,237 2,081
At 31 March 2024 82,740 42,922 72,695
NET BOOK VALUE
At 31 March 2024 261,163 1,779 7,516
At 31 March 2023 75,891 5,016 9,597

Motor Computer
vehicles equipment Totals
£ £ £
COST
At 1 April 2023 24,493 217,069 456,460
Additions - 712,096 966,013
At 31 March 2024 24,493 929,165 1,422,473
DEPRECIATION
At 1 April 2023 9,468 115,153 249,015
Charge for year 3,802 169,913 247,678
At 31 March 2024 13,270 285,066 496,693
NET BOOK VALUE
At 31 March 2024 11,223 644,099 925,780
At 31 March 2023 15,025 101,916 207,445

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

13. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£ £ £ £
COST
At 1 April 2023
and 31 March 2024 956 1,109 2,213 4,278
DEPRECIATION
At 1 April 2023 956 635 182 1,773
Charge for year - 474 508 982
At 31 March 2024 956 1,109 690 2,755
NET BOOK VALUE
At 31 March 2024 - - 1,523 1,523
At 31 March 2023 - 474 2,031 2,505

14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 April 2023 907,697
Additions 495,000
At 31 March 2024 1,402,697
NET BOOK VALUE
At 31 March 2024 1,402,697
At 31 March 2023 907,697

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

14. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Transform Healthcare Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, England, OL11 4JQ
Nature of business: Surgical Medical Procedures
%
Class of shares: holding
Ordinary 83.50
31.3.24 31.3.23
£ £
Aggregate capital and reserves (5,655,998 ) (5,200,080 )
Loss for the year (604,811 ) (5,194,944 )

Esteem Care Cumbria Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, OL11 4JQ
Nature of business: Care services
%
Class of shares: holding
Ordinary 100.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves 431,549 143,472
Profit for the year 295,935 140,748

Esteem Care Dumfries and Galloway Ltd
Registered office: 1 Gordon Street, Dumfries, DG1 1EG
Nature of business: Care services
%
Class of shares: holding
Ordinary 100.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves 764,077 630,996
Profit for the year 810,540 326,356

Esteem Care Leeds Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, OL11 4JQ
Nature of business: Care services
%
Class of shares: holding
Ordinary 100.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves 69,740 39,730
Profit for the year 42,910 82,355

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

14. FIXED ASSET INVESTMENTS - continued

Esteem Care Manchester Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, OL11 4JQ
Nature of business: Care services
%
Class of shares: holding
Ordinary 100.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves 176,306 252,263
Profit for the year 65,390 15,057

Creative Acquisitions Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, OL11 4JQ
Nature of business: Acquisition vehicle
%
Class of shares: holding
Ordinary 100.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves (23,301 ) (22,087 )
(Loss)/profit for the year (1,214 ) 75,049

Esteem Care Holdings Limited
Registered office: 132 Manchester Road, Rochdale, Greater Manchester, OL11 4JG
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 90.00
31.3.24 31.3.23
£ £
Aggregate capital and reserves 1,000 1,000


The following subsidiary is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of S479A of the Companies Act 2006 as a guarantee has been provided on its behalf by the parent company Y1 Capital Ltd under S479C of the Companies Act 2006:

Creative Acquisitions Limited (company number: 12517052)

15. STOCKS

Group
31.3.24 31.3.23
£ £
Stocks 1,007,191 468,368

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.3.24 31.3.23 31.3.24 31.3.23
£ £ £ £
Trade debtors 1,658,559 1,453,029 - -
Amounts owed by group undertakings - - 106,950 1,237,256
Amounts owed by participating interests 445,717 180,234 - -
Other debtors 2,872,694 2,827,737 578,429 19,679
Directors' loan accounts - 30,491 - -
Prepayments and accrued income 1,105,890 1,079,073 - -
6,082,860 5,570,564 685,379 1,256,935

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.3.24 31.3.23 31.3.24 31.3.23
£ £ £ £
Bank loans and overdrafts (see note 19) 124,598 197,609 15,705 28,488
Trade creditors 2,685,018 1,609,739 - -
Amounts owed to group undertakings - - 3,549,182 2,095,470
Amounts owed to participating interests 4,744,303 2,792,915 - -
Tax - 280,659 - -
Social security and other taxes 313,030 676,021 2,585 2,585
VAT 112,839 - - -
Other creditors 2,844,504 2,831,529 102,757 50,257
Bank loans and overdrafts 30,000 - - -
Directors' loan accounts 140,731 - 74,989 75,014
Accruals and deferred income 4,071,824 3,182,054 1,117 1,117
15,066,847 11,570,526 3,746,335 2,252,931

18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.3.24 31.3.23 31.3.24 31.3.23
£ £ £ £
Bank loans (see note 19) 1,675,202 315,472 - 15,275
Hire purchase contracts (see note 20) 186,236 - - -
1,861,438 315,472 - 15,275

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

19. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.3.24 31.3.23 31.3.24 31.3.23
£ £ £ £
Amounts falling due within one year or on demand:
Bank overdrafts 383 25,155 430 430
Bank loans 124,215 172,454 15,275 28,058
124,598 197,609 15,705 28,488
Amounts falling due between one and two years:
Bank loans - 1-2 years 178,202 315,472 - 15,275
Amounts falling due between two and five years:
Bank loans - 2-5 years 500,000 - - -
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 997,000 - - -

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
31.3.24 31.3.23
£ £
Net obligations repayable:
Between one and five years 186,236 -

Group
Non-cancellable
operating leases
31.3.24 31.3.23
£ £
Within one year 38,810 1,231,402
Between one and five years 35,527 1,518,902
74,337 2,750,304

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

21. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.3.24 31.3.23
£ £
Bank loans 317,130 -

Bank loans of Esteem Care Holdings Limited group amounting to £317,130 (2023: £228,536) are secured via fixed and floating charges over the relevant subsidiaries assets within the group.

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.3.24 31.3.23
value: as restated
£ £
1,000 Ordinary 1 1,000 1,000

23. RESERVES

Group
Retained
earnings
£

At 1 April 2023 (2,769,651 )
Prior year adjustment (1,167,864 )
(3,937,515 )
Profit for the year 4,193
Dividends (515,462 )
At 31 March 2024 (4,448,784 )

Company
Retained
earnings
£

At 1 April 2023 (99,425 )
Deficit for the year (1,373,554 )
Dividends (178,420 )
At 31 March 2024 (1,651,399 )


24. NON-CONTROLLING INTERESTS

The non-controlling interest in Transform Healthcare Limited at the year end date is 15% (2023: 16.5%).

Y1 Capital Ltd (Registered number: SC513334)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2024

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 March 2024 and 31 March 2023:

31.3.24 31.3.23
as restated
£ £
Dr S Sainudeen
Balance outstanding at start of year 30,491 256,892
Amounts advanced 140,756 -
Amounts repaid (30,491 ) (226,401 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 140,756 30,491

26. RELATED PARTY DISCLOSURES

During the year, total dividends of £515,462 were paid to the directors .

27. POST BALANCE SHEET EVENTS

After the Statement of Financial Position date, the group underwent a restructure, with the full sale of the Esteem Care Holdings Limited sub-group exiting the group on 31 July 2024.

In addition to this, four new entities have been created within the group with the company directly holding 100% of the share capital of Electiva Healthcare Limited and indirectly holding the shares of those entities created underneath Electiva Healthcare Limited.

The entities created underneath Electiva Healthcare Limited are Electiva Hospitals Manchester Limited, Electiva Hospitals Birmingham Limited and Electiva Hospitals London Limited.

Linked to the creation of the new entities within the group structure as detailed above, Transform Healthcare Limited entered administration in November 2024, with the trading assets of the entity being sold to Electiva Healthcare Limited, Electiva Hospitals Manchester Limited and Electiva Hospitals Birmingham Limited through a pre-package sale. The remaining assets within the entity will be managed by the administration process, with the expected eventual dissolution of Transform Healthcare Limited.

Finally, the subsidiary Creative Acquisitions Limited was renamed Electiva Marketing Limited after the balance sheet date and has commenced activities as a marketing agency both on behalf of the group and external parties.

28. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Dr S Sainudeen.