Registration number:
for the
Year Ended 31 March 2024
South Cliff Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
South Cliff Limited
Company Information
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Directors |
Dr M Elalami Dr A Pitchforth |
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Registered office |
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Auditors |
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South Cliff Limited
Strategic Report for the Year Ended 31 March 2024
The directors present their strategic report for the year ended 31 March 2024.
Principal activity
The principal activity of the company and group continued to be that of dentistry.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £17,873,916 (2023 - £10,517,391) and an operating profit of £2,216,414 (2023 - loss of £2,174,508). At 31 March 2024 the Group had net liabilities of £3,182,078 (2023 - £3,548,387). Cash at bank at the year end was £173,684.The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Principal risks and uncertainties
The principal risk and uncertainties that could affect the Group relate to regulatory and staff retention risk and the NHS contracts.
The results of the Group are subject to compliance in respect of the regulatory environment related to health and safety, quality of care, the storage and distribution of controlled drugs and medicines, the disposal of hazardous waste and data protection.
Th Group requires skilled clinicians, hygienists and nurses in order to care for its patient base. The UK's decision to leave the EU could impact the supply of clinicians in the future although the risk has been somewhat mitigated by the use and implementation of the dentist-therapist skill mix within NHS and private dentistry, utilising Tier 2 skilled worker visas.
The NHS contract provides clear benefits for the Group. All NHS contracts (except one) are GDS (General Dental Services) contracts, providing income stability for the Group.
Approved by the
Director
South Cliff Limited
Directors' Report for the Year Ended 31 March 2024
The directors present their report and the for the year ended 31 March 2024.
Directors of the company
The directors who held office during the year were as follows:
Dividends
Ordinary dividends were paid amounting to £287,069 (2023 - £1,018,849). The directors do not recommend payment of a further dividend.
Employment of disabled persons
Applications for employment from disabled persons are always fully considered, bearing in mind the abilities of
the applicant concerned. As a people-focused business, we make sure that we recruit the right person for the job
every time, whatever their background.
In the event of an employee being disabled, every effort is made to ensure that their employment with the Group
continues and that appropriate adjustments are made. It is policy of the Group training, career development and
promotion of disabled persons should, as far as possible, be identical to their colleagues.
Employee involvement
The Group acknowledges the vital role that all employees play in its success through their skills, initiative and commitment and has continued to keep them informed on matters affecting them as employees on the various factors the performance of the Group. This is achieved through informal and formal meetings and announcements of the financial results.
Financial instruments
Objectives and policies
The board constantly monitors the Group's trading results and revise the projections as appropriate to ensure that the Group can continue to meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The Group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. Credit risk in respect of the bank balances are safeguarded by using banks with high credit ratings.
The Group's bank loans and loan note debt are subject to price and liquidity risk as detailed in note 19 to the financial statements.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's and company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Appointment of auditors
Hazlewoods LLP were appointed as auditors to the group and company during the period and have expressed their willingness to continue in office.
South Cliff Limited
Directors' Report for the Year Ended 31 March 2024
Going concern
The directors have considered the going concern basis of preparation of these financial statements. In doing so, they have given consideration to the group's forecasts and its ability to meet its obligations for a period extending beyond 12 months from the date the financial statements were approved. The trading performance of the group has improved significantly during the year due to NHS contract performance and the group has continued to perform strongly beyond the balance sheet date.
At the balance sheet date, bank borrowings include term loans of £3,813,575 which were due for repayment in June 2024. Following the balance sheet date, the group has obtained extensions to this repayment date to September 2025 while the group arranges a refinance of its facilities. The directors are in active negotiation with the existing lender and alternative providers to refinance bank and other borrowings, however at the date of approval of these financial statements, no refinance has been completed.
These conditions constitute a material uncertainty which cast significant doubt on the group's ability to continue as a going concern. The directors are confident, however, that the facilities will be refinanced before they become due for payment and accordingly consider the going concern basis of preparation to be appropriate.
Approved by the
Director
South Cliff Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
South Cliff Limited
Independent Auditor's Report to the Members of South Cliff Limited
Opinion
We have audited the financial statements of South Cliff Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.
Material uncertainty relating to going concern
We draw attention to note 2 of the financial statements which describes the directors' assessment of going concern of the group and the company with respect to the refinancing of its bank loan facilities.
These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group's and the company's ability to continue as a going concern.
Our opinion is not modified, or qualified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
South Cliff Limited
Independent Auditor's Report to the Members of South Cliff Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of its policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
South Cliff Limited
Independent Auditor's Report to the Members of South Cliff Limited
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated
the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;
• enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and
• reading minutes of meetings of those charged with governance.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
South Cliff Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2024
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Note |
2024 |
2023 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit/(loss) |
|
( |
|
|
Share of profits of associates |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Amounts written off investments |
- |
( |
|
|
Profit/(loss) before tax |
|
( |
|
|
Tax on profit/(loss) |
( |
|
|
|
Profit/(loss) for the financial year |
|
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
South Cliff Limited
(Registration number: 07959466)
Consolidated Balance Sheet as at 31 March 2024
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Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investment property |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
173,684 |
301,665 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
( |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
2 |
2 |
|
|
Retained earnings |
(3,182,080) |
(3,548,389) |
|
|
Shareholders' deficit |
(3,182,078) |
(3,548,387) |
Approved and authorised by the
Director
South Cliff Limited
(Registration number: 07959466)
Balance Sheet as at 31 March 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Investment property |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
5,213 |
15,011 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
2 |
2 |
|
|
Retained earnings |
1,719 |
242 |
|
|
Shareholders' funds |
1,721 |
244 |
The company made a profit after tax for the financial year of £288,546 (2023 - profit of £212,143).
Approved and authorised by the
Director
South Cliff Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2024
Equity attributable to the parent company
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2023 |
|
( |
( |
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2024 |
|
( |
( |
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2022 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
Dividends |
- |
( |
( |
|
At 31 March 2023 |
2 |
(3,548,389) |
(3,548,387) |
South Cliff Limited
Statement of Changes in Equity for the Year Ended 31 March 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2024 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2022 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 March 2023 |
2 |
242 |
244 |
South Cliff Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit/(loss) for the year |
|
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
Share of results of associates |
(318,645) |
(320,872) |
|
|
Other gains and losses |
- |
146,097 |
|
|
|
( |
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
- |
|
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Purchase of business |
- |
(979,460) |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
- |
|
|
|
Acquisition of intangible assets |
- |
( |
|
|
Advances of loans, classified as investing activities |
( |
( |
|
|
Dividends received from associate |
|
|
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Proceeds from other borrowing draw downs |
|
- |
|
|
Repayment of other borrowing |
( |
- |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
173,684 |
301,665 |
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Parent company profit
As permitted by section 408 of the Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements.
Going concern
The directors have considered the going concern basis of preparation of these financial statements. In doing so, they have given consideration to the Group's forecasts and its ability to meet its obligations for a period extending beyond 12 months from the date the financial statements were approved. The trading performance of the Group has improved significantly during the year due to NHS contract performance and the Group has continued to perform strongly beyond the balance sheet date.
At the balance sheet date, bank borrowings include term loans of £3,813,575 which were due for repayment in June 2024. Following the balance sheet date, the Group has obtained extensions to this repayment date to September 2025 while the Group organises a refinance of its borrowings. The directors are in active negotiation with the existing lender and alternative providers to refinance these and other borrowings, however at the date of approval of these financial statements, no refinance has been completed.
These conditions constitute a material uncertainty which cast significant doubt on the Group and company's ability to continue as a going concern. The directors are confident, however, that the facilities will be refinance before they become due for payment and accordingly consider the going concern basis of preparation to be appropriate.
Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Turnover represents amounts receivable for dental services and counter sales. None of the companies within the group are registered for VAT.
The group recognises revenue when: the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold land and buildings |
50 years straight line |
|
Leasehold land and buildings |
Over the life of the lease |
|
Plant and machinery |
25% straight line |
|
Fixtures and fittings |
25% straight line |
Investment property
Business combinations
When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
On consolidation, investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associate.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Provision of dentistry services |
|
|
|
Management charges |
|
|
|
|
|
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Government grants |
- |
|
|
Rent receivable |
|
|
|
Other operating income |
|
|
|
|
|
|
Operating profit/(loss) |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
|
|
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
- |
|
|
Other interest receivable |
23,026 |
6,813 |
|
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Loan processing fees |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Clinical and administrative |
|
|
|
|
|
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
30,000 |
27,420 |
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
( |
|
UK corporation tax adjustment to prior periods |
|
( |
|
Associate tax charge |
- |
|
|
341,425 |
(171,146) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Increase/(decrease) in UK and foreign current tax from adjustment for prior periods |
|
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Tax increase from other short-term timing differences |
|
- |
|
Effect of revenues exempt from taxation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease from tax losses for which no deferred tax asset was recognised |
( |
- |
|
Deferred tax credit relating to changes in tax rates or laws |
- |
( |
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
|
|
2023 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Tax losses |
|
- |
|
|
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Company
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
|
|
2023 |
Liability |
|
Accelerated capital allowances |
|
|
|
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost or valuation |
|
|
At 1 April 2023 |
|
|
At 31 March 2024 |
|
|
Amortisation |
|
|
At 1 April 2023 |
|
|
Amortisation charge |
|
|
At 31 March 2024 |
|
|
Carrying amount |
|
|
At 31 March 2024 |
|
|
At 31 March 2023 |
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Tangible assets |
Group
|
Freehold land and buildings |
Leasehold land and buildings |
Plant and machinery |
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
|||||
|
At 1 April 2023 |
|
|
|
|
|
|
Additions |
- |
- |
|
|
|
|
At 31 March 2024 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 April 2023 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
At 31 March 2024 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 March 2024 |
|
|
|
|
|
|
At 31 March 2023 |
|
|
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2024 |
2023 |
|
|
Freehold property |
432,000 |
486,000 |
|
Leasehold land and buildings |
203,392 |
228,816 |
|
Plant and machinery |
136,685 |
224,617 |
|
772,077 |
939,433 |
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Company
|
Plant and machinery |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2023 and 31 March 2024 |
|
|
|
Depreciation |
||
|
At 1 April 2023 |
|
|
|
Charge for the year |
|
|
|
At 31 March 2024 |
|
|
|
Carrying amount |
||
|
At 31 March 2024 |
|
|
|
At 31 March 2023 |
|
|
|
Investment properties |
Group and company
|
2024 |
|
|
Fair value |
|
|
At 1 April 2023 and 31 March 2024 |
|
Investment property comprises a 50% share of a UK freehold property. The property was acquired in March 2020 and the directors are of the opinion that there is no material difference between the price paid and the market value at the balance sheet date.
|
Investments |
Group
|
2024 |
2023 |
|
|
Investments in associates |
|
|
|
Associates |
£ |
|
Cost |
|
|
At 1 April 2023 |
|
|
Share of increase in equity |
|
|
At 31 March 2024 |
|
|
Impairment |
|
|
At 1 April 2023 |
|
|
Carrying amount |
|
|
At 31 March 2024 |
|
|
At 31 March 2023 |
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
Details of undertakings
Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Associates |
||||
|
|
16 Great Queen Street, Covent Garden, London, WC2B 5AH |
Ordinary |
|
|
Associate undertakings
|
The principal activity of Family Dental Centre Ltd is |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Investments in associates |
|
|
|
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 April 2023 and 31 March 2024 |
|
|
Carrying amount |
|
|
At 31 March 2023 and 31 March 2024 |
|
|
Associates |
£ |
|
Cost |
|
|
At 1 April 2023 and 31 March 2024 |
|
|
Carrying amount |
|
|
At 31 March 2023 and 31 March 2024 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
The Galleria, Station Road, Crawley, RH10 1WW |
|
|
|
|
|
As above |
|
|
|
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
As above |
|
|
|
|
|
As above |
|
|
|
* denotes indirect holding.
|
Subsidiary undertakings |
|
Dumbledore Dental Care Limited The principal activity of Dumbledore Dental Care Limited is |
|
Dale Road Oral Care Ltd* The principal activity of Dale Road Oral Care Ltd* is |
|
Steyning Dental Care Limited* The principal activity of Steyning Dental Care Limited* is |
|
Bewbush Dental Limited* The principal activity of Bewbush Dental Limited* is |
Under section 479A of the Companies Act 2006 all of the above subsidiaries have taken the exemption in relation to the audit of financial statements.
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Consumables |
|
|
- |
- |
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Deferred tax assets |
- |
|
- |
- |
|
|
Corporation tax asset |
- |
|
- |
- |
|
|
|
|
|
|
||
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
- |
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
339,613 |
21,283 |
4,594 |
1,399 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
|
|
|
Hire purchase contracts |
|
|
- |
- |
|
Other borrowings |
|
|
|
- |
|
|
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
Other borrowings |
|
|
- |
- |
|
|
|
- |
- |
|
Other borrowings of £430,000 (2023 - £715,000) are secured against trade debtors.
Bank borrowings comprise two term loans of £3,813,575 (2023 - £4,247,120) and £697,397 (2023 - £nil) which are repayable in September 2025 and November 2026 respectively. The loans are secured by way of fixed and floating charges over the assets of the company and its subsidiaries. Interest is charged at rates of 2.7% above SONIA and 7.6% on these respective loans.
Hire purchase liabilities are secured against the assets to which they relate.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Provisions for liabilities |
Group
|
Deferred tax |
|
|
At 1 April 2023 |
|
|
Decrease in existing provisions |
( |
|
At 31 March 2024 |
|
|
|
|
Company
|
Deferred tax |
|
|
At 1 April 2023 |
|
|
At 31 March 2024 |
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
2 |
|
2 |
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All ordinary shares rank equally with regard to the company's residual assets.
|
Reserves |
Group
Profit and loss reserve
The profit and loss reserves comprises the balance of profits and losses accumulated over the life of the group.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Dividends |
|
2024 |
2023 |
|
|
Dividends paid |
287,069 |
1,018,849 |
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Analysis of changes in net debt |
Group
|
At 1 April 2023 |
Cash flows |
Transfers |
Other non-cash changes |
At 31 March 2024 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
301,665 |
(127,981) |
- |
- |
173,684 |
|
Borrowings |
|||||
|
Bank borrowings |
(5,270,875) |
437,884 |
515,147 |
(193,128) |
(4,510,972) |
|
Other borrowings |
(2,856,933) |
1,148,208 |
(665,147) |
(124,037) |
(2,497,909) |
|
Lease liabilities |
(1,074,758) |
308,241 |
- |
- |
(766,517) |
|
(9,202,566) |
1,894,333 |
(150,000) |
(317,165) |
(7,775,398) |
|
|
|
|||||
|
( |
|
( |
( |
( |
|
Other non-cash changes to both bank borrowings and other borrowings relate to amortisation of capitalised debt costs.
Other adjustments relate to balances previously classified as bank borrowings which have been transferred to other borrowings and amounts previously shown as other creditors which have been transferred to other borrowings.
South Cliff Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
|
Related party transactions |
Group
Summary of transactions with entities under common control
At the year end, the group owed £464,369 (2023 - £489,440) to companies under common control which is included within creditors.
Transactions with directors
During the year, the group loaned the directors £512,725 (2023 - £690,385). Interest was charged at 2%. The balance owed to the group at the year end was £1,203,423 (2023 - £690,385) and this is included within other debtors.
Company
Summary of transactions with key management