Eden Holdings Financing Limited - Period Ending 2021-03-31
Eden Holdings Financing Limited - Period Ending 2021-03-31
Registration number:
for the
Year Ended
Eden Holdings Financing Limited
Contents
|
Company Information |
|
|
Directors' Report |
|
|
Strategic Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Profit and Loss Account |
|
|
Balance Sheet |
|
|
Statement of Changes in Equity |
|
|
Notes to the Financial Statements |
Eden Holdings Financing Limited
Company Information
|
Directors |
D A Berry S J Collier A P Dean |
|
Registered office |
|
|
Bankers |
|
|
Auditors |
|
Eden Holdings Financing Limited
Directors' Report for the Year Ended 31 March 2021
The directors present their report and the financial statements for the year ended 31 March 2021.
Directors of the company
The directors who held office during the year were as follows:
Disclosure of information to the auditors
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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Eden Holdings Financing Limited
Strategic Report for the Year Ended 31 March 2021
The directors present their strategic report for the year ended 31 March 2021.
Principal activity
The principal activity of the company is that of an intermediate parent company.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show a loss before tax of £570,381 (2020 - £353,905). The directors of the company consider that the financial position of the group to which the company belongs, at the year end is satisfactory.
Details of future developments, principal risks and uncertainties, key performance indicators, financial instruments and going concern are disclosed in the group financial statements of the company's ultimate parent company, Eden Care & Support Group Limited.
Approved by the
Director
Eden Holdings Financing Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards has 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 company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Eden Holdings Financing Limited
Independent Auditor's Report to the Members of Eden Holdings Financing Limited
Opinion
We have audited the financial statements of Eden Holdings Financing Limited (the 'company') for the year ended 31 March 2021, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 March 2021 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 company'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.
Eden Holdings Financing Limited
Independent Auditor's Report to the Members of Eden Holdings Financing 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 year 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, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors’ remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks applicable to the financial statements or that had a fundamental effect on the operations of the group. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006, and taxation laws;
We understood how the group is complying with those legal and regulatory frameworks by making inquiries of the management, and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
We assessed the susceptibility of the groups financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Group engagement team included:
- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgments made by management in its significant accounting estimates;
- Identifying and testing journal entries, in particular any journal entries posted with unusual characteristics.
Eden Holdings Financing Limited
Independent Auditor's Report to the Members of Eden Holdings Financing Limited
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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
Eden Holdings Financing Limited
Profit and Loss Account for the Year Ended 31 March 2021
|
Note |
2021 |
2020 |
|
|
Turnover |
- |
- |
|
|
Administrative expenses |
( |
( |
|
|
Operating loss |
(13,213) |
(13,838) |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
- |
- |
|
|
Loss for the financial year and total comprehensive income |
( |
( |
The above results were derived from continuing operations.
Eden Holdings Financing Limited
(Registration number: 07275831)
Balance Sheet as at 31 March 2021
|
Note |
2021 |
2020 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors: Amounts falling due after more than one year |
22,106,670 |
20,469,200 |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
25,254,182 |
23,045,718 |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Retained earnings |
( |
( |
|
|
Total equity |
( |
( |
|
|
Total capital, reserves and long term liabilities |
22,026,511 |
20,388,428 |
|
Approved and authorised by the
Director
Eden Holdings Financing Limited
Statement of Changes in Equity for the Year Ended 31 March 2021
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2020 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 March 2021 |
|
( |
( |
|
Share capital |
Retained earnings |
Total |
|
|
At 1 April 2019 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 31 March 2020 |
|
( |
( |
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
General information |
The address of its registered office is:
The company is a private company limited by share capital, incorporated in England and Wales.
|
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 UK and Republic of Ireland'.
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.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the parent company.
Name of parent of group
These financial statements are consolidated in the financial statements of Eden Care & Support Group Limited.
The financial statements of Eden Care & Support Group Limited may be obtained from Companies House.
Group accounts not prepared
Going concern
In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' the directors of all groups are now required to provide disclosures regarding the adoption of the going concern basis of accounting.
The directors have considered the likely future performance of the business and its group and expect that the company will be able to continue in operation as a result of the trading of its group. The directors therefore have a reasonable expectation that the company 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.
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. |
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
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.
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.
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.
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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
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.
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Financial instruments
Classification
Recognition and measurement
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
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.
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2021 |
2020 |
|
|
Directors |
|
|
|
Other interest receivable and similar income |
|
2021 |
2020 |
|
|
Interest receivable from group undertakings and participating interests |
1,637,536 |
1,560,595 |
|
Interest payable and similar expenses |
|
2021 |
2020 |
|
|
Interest on other loans borrowings |
|
|
|
Interest payable to group undertakings and participating interests |
|
|
|
Other finance costs adjacent to interest |
|
|
|
|
|
|
Auditors' remuneration |
|
2021 |
2020 |
|
|
Audit of the financial statements |
|
|
|
Taxation |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2020 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2021 |
2020 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase arising from group relief |
|
|
|
Total tax charge/(credit) |
- |
- |
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Investments in subsidiaries |
|
2021 |
2020 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and net book value |
|
|
At 1 April 2020 and at 31 March 2021 |
|
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 |
|
|
2021 |
2020 |
|||
|
Subsidiary undertakings |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
Subsidiary undertakings |
|
Eden Supported Living Limited The principal activity of Eden Supported Living Limited is |
|
Eden Supported Housing Limited The principal activity of Eden Supported Housing Limited is |
|
Friary House Training Limited The principal activity of Friary House Training Limited is |
|
Debtors |
|
2021 |
2020 |
|
|
Amounts owed by group undertakings |
|
|
|
Less non-current portion |
( |
( |
|
Total current trade and other receivables |
- |
- |
Details of non-current trade and other debtors
£22,106,670 (2020 - £20,469,200) of amounts owed from group undertakings is classified as non-current.
Eden Holdings Financing Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
|
Creditors |
|
Note |
2021 |
2020 |
|
|
Due within one year |
|||
|
Accrued expenses |
|
|
|
|
Due after one year |
|||
|
Loans and borrowings |
|
|
|
|
Amounts owed to connected companies |
|
|
|
|
Amounts owed to group undertakings |
10,898,380 |
9,575,263 |
|
|
25,254,182 |
23,045,718 |
|
Loans and borrowings |
|
2021 |
2020 |
|
|
Non-current loans and borrowings |
||
|
Other borrowings |
|
|
The loan is secured by way of a fixed and floating charge over the company and the group. The rate of interest charged on this loan is 6% above LIBOR plus 3% interest which is capitalised onto the loan balance at the end of each quarter. The loan is to be repaid in full by November 2024.
|
Share capital |
Allotted, called up and fully paid shares
|
2021 |
2020 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1 |
|
1 |
|
Contingent liabilities |
The company is bound by an intra-group cross guarantee in respect of loan notes owned by Sovereign Capital Partners LLP and the other debt owed to Tosca Debt Capital (Luxembourg) S.a.r.l with other members of the group headed by Eden Care & Support Group Limited. The amount guaranteed is £30,960,315 (2020 : £30,463,256).
|
Related party transactions |
At 31 March 2021, the company owed £4,121,667 (2020 - £3,689,676) to companies controlled by funds managed by Sovereign Capital Partners LLP.
Interest has been charged on the loans at 8% and there are no fixed repayment terms.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate controlling party is