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Registration number: 13046667

NF Care Holdings Limited

Annual Report and Financial Statements

for the Period from 27 November 2020 to 31 December 2021

 

NF Care Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 16

 

NF Care Holdings Limited

Company Information

Directors

M D M Davies

H Jones

Registered office

The Square
Basing View
Basingstoke
RG21 4EB

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

NF Care Holdings Limited

Strategic Report for the Period from 27 November 2020 to 31 December 2021

The directors present their strategic report for the period from 27 November 2020 to 31 December 2021.

Principal activity

The principal activity of the company is as a holding company

Fair review of the business

The results for the period, which are set out in the profit and loss account, show turnover of £nil and an operating loss of £397. At 31 December 2021, the company had net assets of £4,618,584. The directors consider the performance for the period and the financial position at the period 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 stategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to the continued provision of adequate government funding.

Approved by the Board on 30 August 2022 and signed on its behalf by:


M D M Davies
Director

 

NF Care Holdings Limited

Directors' Report for the Period from 27 November 2020 to 31 December 2021

The directors present their report and the financial statements for the period from 27 November 2020 to 31 December 2021.

Incorporation

The company was incorporated on 27 November 2020 and commenced trading on 1 April 2021

Directors of the company

The directors who held office during the period were as follows:

M D M Davies (appointed 27 November 2020)

H Jones (appointed 27 November 2020)

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.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 30 August 2022 and signed on its behalf by:


M D M Davies
Director

 

NF Care 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 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.

 

NF Care Holdings Limited

Independent Auditor's Report to the Members of NF Care Holdings Limited

Opinion

We have audited the financial statements of NF Care Holdings Limited (the 'company') for the period from 27 November 2020 to 31 December 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 December 2021 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 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.

 

NF Care Holdings Limited

Independent Auditor's Report to the Members of NF Care 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, 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:

 

NF Care Holdings Limited

Independent Auditor's Report to the Members of NF Care Holdings Limited

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 the ISA's (UK).

In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006 and taxation laws.
• We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Audit procedures performed by the 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. Detailed analysis of journals posted through the accounting system during the period to 31 December 2021 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach, however controls were in place to prevent fraud, and they appeared to be working effectively;
• Challenging assumptions and judgements made by management in its significant accounting estimates.

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.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP , Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

30 August 2022

 

NF Care Holdings Limited

Profit and Loss Account for the Period from 27 November 2020 to 31 December 2021

Note

27 November 2020 to 31 December 2021
 £

Turnover

-

Administrative expenses

 

(397)

Operating loss

(397)

Other interest receivable and similar income

3

93,618

Interest payable and similar charges

4

(474,638)

Loss before tax

 

(381,417)

Taxation

-

Loss for the financial period

 

(381,417)

The above results were derived from continuing operations.

The company has no other comprehensive income for the period.

 

NF Care Holdings Limited

(Registration number: 13046667)
Balance Sheet as at 31 December 2021

Note

31 December 2021
 £

Fixed assets

 

Investments

7

28,008,548

Current assets

 

Debtors

8

12,392,830

Cash at bank and in hand

 

2,005,675

 

14,398,505

Creditors: Amounts falling due within one year

9

(18,226,041)

Net current liabilities

 

(3,827,536)

Total assets less current liabilities

 

24,181,012

Creditors: Amounts falling due after more than one year

9

(19,562,429)

Net assets

 

4,618,583

Capital and reserves

 

Called up share capital

11

2

Share premium reserve

4,999,998

Profit and loss account

(381,417)

Total equity

 

4,618,583

Approved and authorised by the Board on 30 August 2022 and signed on its behalf by:
 


M D M Davies
Director

 

NF Care Holdings Limited

Statement of Changes in Equity for the Period from 27 November 2020 to 31 December 2021

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(381,417)

(381,417)

New share capital subscribed

2

4,999,998

-

5,000,000

At 31 December 2021

2

4,999,998

(381,417)

4,618,583

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Square
Basing View
Basingstoke
RG21 4EB

 

2

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 ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of MREF IV Care Holdings Limited.

The financial statements of MREF IV Care Holdings Limited may be obtained from Companies House.

Group accounts not prepared

The company has not prepared group accounts as it is exempt from the requirements to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of MREF IV Care Holdings Limited, a company incorporated in England and Wales, and is included in the consolidated accounts of that company.

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.

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

Judgements

These financial statements do not contain any significant judgements or estimation uncertainty.

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 acquiisition date if the adjustment is probable and can be measured reliably.

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.

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.

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.

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

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.

 

3

Other interest receivable and similar income

2021
£

Interest income from group undertakings

93,618

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

 

4

Interest payable and similar expenses

2021
£

Interest on bank overdrafts and borrowings

324,584

Finance charges adjacent to interest

150,054

474,638

 

5

Staff numbers

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

27 November 2020 to 31 December 2021
 No.

Directors

2

 

6

Auditors' remuneration

Auditors' remuneration has beeen borne by a fellow group undertaking.

 

7

Investments

2021
£

Investments in subsidiaries

28,008,548

Subsidiaries

£

Cost and carrying amount

Additions and as at 31 December 2021

28,008,548

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) 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

Subsidiary undertakings

Sentinel Health Care Limited

England and Wales

Ordinary

100%

Dunwood Properties Limited

England and Wales

Ordinary

100%

Cherry Blossom Care Home Limited

England and Wales

Ordinary

100%

Magdalen House Limited

England and Wales

Ordinary

100%

Dunwood Properties Limited is held indirectly by Sentinel Health Care Limited.

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

Subsidiary undertakings

Sentinel Health Care Limited

The principal activity of Sentinel Health Care Limited is that of owning, running and administration of nursing homes and ancillary services.

Dunwood Properties Limited

The principal activity of Dunwood Properties Limited is that of the development of healthcare properties..

Cherry Blossom Care Home Limited

The principal activity of Cherry Blossom Care Home Limited is care home services.

Magdalen House Limited

The principal activity of Magdalen House Limited is care home services.

 

8

Debtors

31 December 2021
 £

Amounts due from group undertakings

12,386,623

Other debtors

6,207

 

12,392,830

 

9

Creditors

Note

31 December 2021
 £

Due within one year

 

Loans and borrowings

10

882,794

Amounts due to group undertakings

17,250,000

Other creditors

 

93,247

 

18,226,041

Due after one year

 

Loans and borrowings

10

19,562,429

 

NF Care Holdings Limited

Notes to the Financial Statements for the Period from 27 November 2020 to 31 December 2021

 

10

Loans and borrowings

2021
£

Current loans and borrowings

Bank borrowings

882,794

2021
£

Non-current loans and borrowings

Bank borrowings

19,562,429

Bank borrowings above are secured with fixed and floating charges over the company's assets.

The bank loans outstanding of £20,445,223 are stated after deducting £604,777 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. Total bank loans excluding capitalised debt costs were £21,050,000. The bank loans are repayable in 16 equal annual instalments. The interest rate on the bank loans is LIBOR plus 3.45% per annum.

 

11

Share capital

Allotted, called up and fully paid shares

 

31 December 2021

 

No.

£

Ordinary shares of £1 each

2

2

     

New shares allotted

During the period, 2 Ordinary shares having an aggregate nominal value of £2 were allotted for an aggregate consideration of £5,000,000.

 

12

Parent and ultimate parent undertaking

The company's immediate and ultimate parent is MREF IV Care Holdings Limited, incorporated in England and Wales.