Registration number:
for the
Period from 9 March 2024 to 31 December 2024
Integrum Group Holdings Limited
Company Information
|
Directors |
C Cannon Brookes A J Pancott A J Hibbard |
|
Registered office |
|
|
Auditors |
|
Integrum Group Holdings Limited
Contents
|
Company Information |
|
|
Directors' Report |
|
|
Strategic Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
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 |
|
|
Notes to the Financial Statements |
Integrum Group Holdings Limited
Directors' Report for the Period from 9 March 2024 to 31 December 2024
The directors present their report and the for the period from 9 March 2024 to 31 December 2024.
Directors of the company
The directors who held office during the period were as follows:
The following director was appointed after the period end:
Financial instruments
Objectives and policies
The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can 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. The group's financial instruments are not considered to be subject to price or liquidity risk.
The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Future developments
The external environment is expected to remain competitive going forward, however the directors remain confident that the company will continue to improve its current level of performance in the future and will continue to trade as a going concern.
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 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.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Integrum Group Holdings Limited
Strategic Report for the period from 9 March 2024 to 31 December 2024
The directors present their strategic report for the period from 9 March 2024 to 31 December 2024.
Principal activity
The principal activity of the group is as a holding company.
The principal activity of the group is the provision of care services.
Fair review of the business
The group results for the year which are set out in the profit and loss account, show turnover of £21,008,467 and an operating profit of £2,715,371. At 31 December 2024, the group had net assets of £672,754. The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Given the nature of the business, the company's directors are of the opinion that key performance indicators are important. The company uses a number of indicators to monitor and improve development, performance or the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the company.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to ongoing compliance with current and future legislation affecting the sector.
Approved by the
Director
Integrum Group Holdings 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.
Integrum Group Holdings Limited
Independent Auditor's Report to the Members of Integrum Group Holdings Limited
Opinion
We have audited the financial statements of Integrum Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 9 March 2024 to 31 December 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 December 2024 and of the group's profit for the period 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Integrum Group Holdings Limited
Independent Auditor's Report to the Members of Integrum Group Holdings Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
• |
the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept 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 3, 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’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the 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.
Integrum Group Holdings Limited
Independent Auditor's Report to the Members of Integrum Group Holdings Limited
In common with all audits under 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
Integrum Group Holdings Limited
Consolidated Profit and Loss Account for the Period from 9 March 2024 to 31 December 2024
|
Note |
2024 |
|
|
Turnover |
|
|
|
Cost of sales |
( |
|
|
Gross profit |
|
|
|
Administrative expenses |
( |
|
|
Exceptional items |
(412,923) |
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
|
|
Profit before tax |
|
|
|
Tax on profit |
( |
|
|
Profit for the financial period |
|
The above results were derived from continuing operations.
The group has no recognised gains or losses for the period other than the results above.
Integrum Group Holdings Limited
(Registration number: 15549520)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
|
|
Fixed assets |
||
|
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
||
|
Current assets |
||
|
Debtors |
|
|
|
Cash at bank and in hand |
1,613,643 |
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
|
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
|
|
Provisions for liabilities |
( |
|
|
Net assets |
|
|
|
Capital and reserves |
||
|
Called up share capital |
1,000 |
|
|
Retained earnings |
671,754 |
|
|
Equity attributable to owners of the company |
672,754 |
|
|
Shareholders' funds |
672,754 |
Approved and authorised by the
Director
Integrum Group Holdings Limited
(Registration number: 15549520)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
|
|
Fixed assets |
||
|
Investments |
|
|
|
Current assets |
||
|
Debtors |
|
|
|
Cash at bank and in hand |
800,315 |
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
|
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
|
|
Net liabilities |
( |
|
|
Capital and reserves |
||
|
Called up share capital |
1,000 |
|
|
Retained earnings |
(1,510,574) |
|
|
Shareholders' deficit |
(1,509,574) |
The company made a loss after tax for the financial period of £1,510,574.
Approved and authorised by the
Director
Integrum Group Holdings Limited
Consolidated Statement of Changes in Equity for the Period from 9 March 2024 to 31 December 2024
Equity attributable to the parent company
|
Share capital |
Retained earnings |
Total |
|
|
Profit for the period |
- |
|
|
|
New share capital subscribed |
|
- |
|
|
At 31 December 2024 |
|
|
|
Integrum Group Holdings Limited
Statement of Changes in Equity for the Period from 9 March 2024 to 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
Loss for the period |
- |
( |
( |
|
New share capital subscribed |
|
- |
|
|
At 31 December 2024 |
|
( |
( |
Integrum Group Holdings Limited
Consolidated Statement of Cash Flows for the Period from 9 March 2024 to 31 December 2024
|
Note |
2024 |
|
|
Cash flows from operating activities |
||
|
Profit for the period |
|
|
|
Adjustments to cash flows from non-cash items |
||
|
Depreciation and amortisation |
|
|
|
Finance income |
( |
|
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
|
||
|
Working capital adjustments |
||
|
Increase in trade debtors |
( |
|
|
Decrease 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 tangible assets |
( |
|
|
Acquisition of intangible assets |
( |
|
|
Acquisition of subsidiaries (net of cash acquired) |
( |
|
|
Net cash flows from investing activities |
( |
|
|
Cash flows from financing activities |
||
|
Interest paid |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Proceeds from other borrowing |
|
|
|
Debt costs paid |
(384,500) |
|
|
Repayment of bank borrowing on acquisition |
( |
|
|
Repayment of other borrowing |
( |
|
|
Proceeds from issue of preference shares |
|
|
|
Interest on preference shares |
( |
|
|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 9 March |
- |
|
|
Cash and cash equivalents at 31 December |
1,613,643 |
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 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:
England
|
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 December 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £1,510,574.
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.
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’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 and estimation uncertainty
The directors consider that there are no key areas of judgement or estimation uncertainty to be disclosed in these financial statements. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. 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 tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the 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.
Leasehold property is valued at fair value at the balance sheet date. The fair value is based on the valuation by a professional valuer.
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
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 property |
2% straight line |
|
Short leasehold property |
10% straight line |
|
Improvements to property |
2% - 10% straight line |
|
Plant and machinery |
25% reducing balance |
|
Fixtures and fittings |
20% - 25% reducing balance |
|
Motor vehicles |
25% reducing balance |
|
Computer equipment |
33% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. 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% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
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.
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.
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.
Preference shares are classified as debt. The preference shares qualify as a non-basic financial instrument and the valuation is measured at fair value. Due to the preference shares being fully redeemable, the fair value is deemed to equal the nominal value.
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.
Financial Instruments
Classification
Recognition and measurement
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
Financial Instruments (continued)
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.
|
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Operating profit |
Arrived at after charging/(crediting)
|
28 March to 31 December |
|
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - property |
|
|
Operating lease expense - plant and machinery |
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Exceptional items |
|
28 March to 31 December 2024 |
|
|
Exceptional items |
412,923 |
Exceptional items in the current period consist of one-off professional costs, acquisition costs and intercompany write offs.
|
Other interest receivable and similar income |
|
2024 |
|
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
|
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
Interest on preference shares |
|
|
Interest expense on other finance liabilities |
|
|
Amortisation of debt costs |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
|
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
2024 |
|
|
Directors |
|
|
Nursing and carers |
|
|
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
|
9 March 2024 to 31 December 2024 |
|
|
Wages and salaries |
|
The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:
|
9 March 2024 to 31 December 2024 |
|
|
Directors |
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
2024 |
|
|
Remuneration |
|
In respect of the highest paid director:
|
2024 |
|
|
Remuneration |
|
|
Auditors' remuneration |
|
2024 |
|
|
Audit of these financial statements |
24,500 |
|
Other fees to auditors |
|
|
All other non-audit services |
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
|
|
Current taxation |
|
|
UK corporation tax |
|
|
Deferred taxation |
|
|
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK of
The differences are reconciled below:
|
2024 |
|
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
|
|
Tax increase from other tax effects |
|
|
Total tax charge |
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
Revaluation of freehold property |
|
|
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost or valuation |
|
|
Additions and as at 31 December 2024 |
|
|
Amortisation |
|
|
Amortisation charge and as at 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
Details of goodwill acquired are disclosed in note 15 to the financial statements.
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
Acquired through business combinations |
|
|
|
|
|
Additions |
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
Charge for the period and as at 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
Included within the net book value of land and buildings above is £9,345,414 in respect of freehold land and buildings.
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Investments |
Company
|
2024 |
|
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
Additions and at 31 December 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 |
|||
|
Subsidiary undertakings |
|||
|
|
Jersey |
|
|
|
|
Jersey |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
|
England and Wales |
|
|
|
Subsidiary undertakings |
|
Integrum Care Clearbrook Limited The principal activity of Integrum Care Clearbrook Limited is |
|
Integrum Care Group Limited The principal activity of Integrum Care Group Limited is |
|
Betsy Clara & Southdowns Ltd The principal activity of Betsy Clara & Southdowns Ltd is |
|
Hythe Care Homes Limited The principal activity of Hythe Care Homes Limited is |
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Integrum Care Limited The principal activity of Integrum Care Limited is |
|
Galleon Care Homes The principal activity of Galleon Care Homes is |
|
Premium Healthcare The principal activity of Premium Healthcare is |
|
Saltwood Care Centre The principal activity of Saltwood Care Centre is |
|
Holly Close & Mulberry Court Management Co. Limited The principal activity of Holly Close & Mulberry Court Management Co. Limited is |
|
Business combinations |
On
Integrum Care Clearbook Limited and subsidiaries contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Tangible assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
|
|
Total consideration |
10,796,610 |
|
Satisfied by: |
|
|
Cash |
|
|
Deferred consideration |
|
|
Costs of acquisition |
|
|
Total consideration transferred |
|
|
Cash flow analysis: |
|
|
Cash consideration |
10,667,390 |
|
Less: cash and cash equivalent balances acquired |
( |
|
Net cash outflow arising on acquisition |
|
|
|
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Debtors |
|
Group |
Company |
||
|
Note |
2024 |
2024 |
|
|
Trade debtors |
|
- |
|
|
Amounts owed by group undertakings |
- |
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
- |
|
|
|
|
|
Creditors |
|
Group |
Company |
||
|
Note |
2024 |
2024 |
|
|
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 |
189,897 |
- |
|
|
Deferred income |
|
- |
|
|
|
|
||
|
Due after one year |
|||
|
Loans and borrowings |
|
|
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|
|
2024 |
2024 |
|
|
Redeemable preference shares |
|
|
|
Other borrowings |
|
|
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|
|
2024 |
2024 |
|
|
Other borrowings |
|
|
The other loan outstanding of £13,983,572 (current - £59,172 and non-current - £13,924,400) is stated after deducting £474,871 of costs associated with the raising of this finance.
The loan is repayable by 360 monthly payments of £147,648, with the final payment being due in March 2054, interest is being charged at 12.22% per annum and the loan is secured by a fixed and floating charge over all of the assets of the group.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
||
|
No. |
£ |
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
During the year, the company issued 100,000 ordinary shares of 1p each and 1,000 preference shares of £1 each for cash.
The preference share holders are entitled to a monthly dividend varying in amounts depending on turnover exceeding certain target levels. The preference shares have been treated as debt in the financial statements.
Rights, preferences and restrictions
|
The share rights for each class of share are detailed in the company's Articles of Association. |
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
|
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £Nil .
|
Analysis of changes in net debt |
Group
|
Financing cash flows |
Acquisition of subsidiaries |
At 31 December 2024 |
|
|
Cash and cash equivalents |
|||
|
Cash |
175,945 |
1,437,698 |
1,613,643 |
|
Borrowings |
|||
|
Other borrowings |
(14,073,943) |
- |
(14,073,943) |
|
|
|||
|
( |
|
( |
|
|
Financial guarantee contracts |
Company
Integrum Group Holdings Limited has given a guarantee under section 479A of the Companies Act 2006 to guarantee all outstanding liabilities of the subsidiary companies as at 31 December 2024. The subsidiary companies are therefore exempt from the requirement of the Act relating to the audit of individual accounts. The subsidiary companies that the guarantee applies to are all companies listed in note 14.
|
Related party transactions |
Company
Summary of transactions with key management
Loans from related parties
The other loan of £13,983,572 is payable to Duke Capital UK Credit Limited, incorporated in England and Wales. The parent company of Duke Capital UK Credit Limited is Duke Capital Limited, incorporated in Guernsey, which is a significant shareholder of Integrum Group Holdings Limited.
During the year, the group paid £1,347,884 in capital and interest payments to Duke Capital UK Credit Limited.
Integrum Group Holdings Limited
Notes to the Financial Statements for the Period from 9 March 2024 to 31 December 2024
|
Parent and ultimate parent undertaking |
There is no single ultimate controlling party.