REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
14 JULY 2022 TO 21 JUNE 2023 |
FOR |
WELFORD BIDCO 5 MIDCO LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD |
14 JULY 2022 TO 21 JUNE 2023 |
FOR |
WELFORD BIDCO 5 MIDCO LIMITED |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Comprehensive Income | 8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
WELFORD BIDCO 5 MIDCO LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
and Statutory Auditors |
Granville Hall |
Granville Road |
Leicester |
LE1 7RU |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
STRATEGIC REPORT |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
The directors present their strategic report for the period 14 July 2022 to 21 June 2023. |
REVIEW OF BUSINESS |
The company is an investment company which purchased Morris Care Limited. |
The results for the period and financial position of the company are as shown in the annexed financial statements. |
Performance of the business and outlook |
The current period is a 11 month period from 14 July 2022 to 21 June 2023. This is the first period the financial statements have been produced as the company was incorporated on 14 July 2022. |
The company is an investment company, therefore does not commence any trade. The purpose of the company is to hold an investment in its subsidiary, Morris Care Limited. Resultantly, the company does not have any KPI's within the period. |
ON BEHALF OF THE BOARD: |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
The directors present their report with the financial statements of the company for the period 14 July 2022 to 21 June 2023. |
INCORPORATION |
The company was incorporated on 14 July 2022 . |
DIVIDENDS |
No dividends will be distributed for the period ended 21 June 2023. |
DIRECTORS |
The directors who have held office during the period from 14 July 2022 to the date of this report are as follows: |
All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | 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. |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
WELFORD BIDCO 5 MIDCO LIMITED |
Opinion |
We have audited the financial statements of Welford Bidco 5 Midco Limited (the 'company') for the period ended 21 June 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, 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 21 June 2023 and of its loss 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 Auditors' 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 |
Please see the emphasis of matter paragraph below, where the financial statements have been prepared on a basis other than that of a going concern. |
Emphasis of matter |
The business trade and related assets of Welford Bidco 5 Midco Limited's subsidiary, with exception to the freehold properties, were sold on 21 June 2023, at which point the subsidiary ceased it's principal activity of the provision of care. The freehold properties are expected to be sold within the current period. Welford Bidco 5 Midco Limited is a holding Company and does not carry on a trade itself and the intention is to liquidate the company in due course. Therefore, the accounts have been prepared on the break up basis and not on the going concern basis which we have concluded is appropriate. |
We draw attention to Note 2 to the financial statements which references the above matters. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters 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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
WELFORD BIDCO 5 MIDCO LIMITED |
Matters on which we are required to report by exception |
In the light of the 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 or the Report of the Directors. |
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 three, 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 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. |
Auditors' 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 a Report of the Auditors 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). |
We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance and significant one-off or unusual transactions. |
Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud). |
Our audit procedures included but were not limited to: |
- A review of laws and regulations the company is subject to and discussion with management to ensure no instances of non-compliance; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
We did not identify any matters during the course of our work that indicated non-compliance with laws and regulations or relating to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
WELFORD BIDCO 5 MIDCO LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
and Statutory Auditors |
Granville Hall |
Granville Road |
Leicester |
LE1 7RU |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
Notes | £ |
TURNOVER |
OPERATING PROFIT |
Income from shares in group undertakings |
2,072,556 |
Impairment of investment in |
subsidiary | 4 | 9,297 |
2,063,259 |
Interest payable and similar expenses | 5 |
LOSS BEFORE TAXATION | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
STATEMENT OF FINANCIAL POSITION |
21 JUNE 2023 |
Notes | £ | £ |
FIXED ASSETS |
Investments in subsidiary | 7 |
CURRENT ASSETS |
Debtors | 8 |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Share premium | 11 |
Retained earnings | 11 | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 21 June 2023 | ( |
) |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
1. | STATUTORY INFORMATION |
Welford Bidco 5 Midco Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- the requirements of Section 7 Statement of Cash Flows; and |
- the requirement of paragraph 3.17(d). |
Preparation of consolidated financial statements |
The financial statements contain information about Welford Bidco 5 Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Impact Property 6 Limited, The Scalpel, 52 Lime Street, London, England, EC3M 7AF. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Significant judgements and estimates |
There were no areas in which the preparation of the financial statements required to make significant judgements or estimates. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less any provision for impairment. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Going concern |
The business trade and related assets, excluding the freehold property whose valuation is included in the amount disclosed in the notes of Welford Bidco 5 Midco Limited's subsidiary were sold on 21 June 2023, at which point the subsidiary ceased it's principal activity of the provision of care. Welford Bidco 5 Midco Limited is a holding Company and does not carry on a trade itself and the intention is to liquidate the company in due course. Therefore, the Directors have adopted the break up basis for the preparation of the financial statements and not the going concern basis which the Directors have concluded is appropriate. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the period ended 21 June 2023. |
The average number of employees during the period was NIL. |
£ |
Directors' remuneration |
4. | IMPAIRMENT OF INVESTMENT IN |
SUBSIDIARY |
£ |
Impairment | 9,297 |
During the period, the investment in the subsidiary was impaired by £9,297 to reflect the sale of the business trade and assets of the subsidiary and the subsequent cessation of its principal activity of the provision of care. |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Interest paid |
6. | TAXATION |
No UK corporation tax charge arose for the period. |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
7. | INVESTMENTS IN SUBSIDIARY |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
Impairments | ( |
) |
At 21 June 2023 |
NET BOOK VALUE |
At 21 June 2023 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Amounts owed by group undertakings |
Other debtors |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Amounts owed to group undertakings |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | £1 | 101 |
100 Ordinary shares of £1 each were allotted and fully paid for cash at par during the period. 1 Ordinary share of £1 was fully paid for cash amounting to £9,298. |
11. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Deficit for the period | ( |
) | ( |
) |
Cash share issue | - | 9,297 | 9,297 |
At 21 June 2023 | ( |
) | - |
WELFORD BIDCO 5 MIDCO LIMITED (REGISTERED NUMBER: 14235348) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 14 JULY 2022 TO 21 JUNE 2023 |
12. | ULTIMATE CONTROLLING PARTY |
The parent company is Impact Property 6 Limited which represents the smallest group which the company belongs. |
The ultimate controlling parent company at the balance sheet date is Impact Healthcare REIT Plc, a public listed company incorporated and registered in England and Wales. The registered office of Impact Healthcare REIT Plc is The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF and copies of the consolidated financial statements are available from Companies House, Crown Way, Cardiff, VF14 3UZ. Impact Healthcare REIT Plc represents the largest group where consolidated financial statements are drawn. |