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Registered number: 09519658










ROTHERWOOD GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

 
ROTHERWOOD GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
R Claridge 
J Fennell 




Registered number
09519658



Registered office
11 Merus Court
Meridian Business Park

Leicester

LE19 1RJ




Independent auditors
MHA
Chartered Accountants & Statutory Auditors

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
ROTHERWOOD GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditors' Report
 
8 - 11
Consolidated Statement of Comprehensive Income
 
12
Consolidated Balance Sheet
 
13 - 14
Company Balance Sheet
 
15 - 16
Consolidated Statement of Changes in Equity
 
17
Company Statement of Changes in Equity
 
18
Consolidated Statement of Cash Flows
 
19 - 20
Consolidated Analysis of Net Debt
 
21
Notes to the Financial Statements
 
22 - 46


 
ROTHERWOOD GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The principal activity of the Group was the provision of care to the elderly. The principal activity of the Company is that of a holding company. 

Business review
 
The Group experienced an excellent year, with strong occupancy and staff retention two highlights.  The Group continues to strive to deliver a New Standard in Healthcare by providing residents with exceptional care, an enticing dining experience, inspirational activities and a luxury surrounding. Please see further information regarding the performance of the Group in the year in the financial key performance indicators section below.

Principal risks and uncertainties
 
The management of the business and the execution of the Group's strategy are subject to a number of risks. Risks are formally reviewed by the board and appropriate processes are put in place to monitor and mitigate them.
The key business risks affecting the Group are set out below:
Credit Risk
New credit customers are only accepted after they have been approved by the credit controller. The Group undertakes perpetual review processes to make sure debts are collected in a timely manner.
Liquidity Risk
The Group is appropriately financed with both long-term and short-term finance to meet its goals.
Regularity Risk
The homes within the group are subject to the Care Quality Commission regulations and may be inspected by the regulatory body. A failure to comply could result in the closure of a home until improvements are made. No such failures occurred in the year with all homes continuing to operate under the required expected standard.

Page 1

 
ROTHERWOOD GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Financial key performance indicators
 
Key performance indicators used by the Group are as follows:
- Turnover;
- Gross profit margin; and
- Profit on ordinary activities before taxation.
During the year turnover has increased by £3,231,062 (18.4%) to £20,797,684 compared to £17,566,622 in 2022.
During the year gross profit margin has increased by £1,447,397 (22.1%) to £8,011,219 compared to £6,563,822 in 2022.
During the year net profit margin has decreased by £919,853 (54.4%) to £772,164 compared to £1,692,017 in 2022.
Details of the key performance indicators are shown in the Consolidated Statement of Comprehensive Income.

Directors' statement of compliance with duty to promote the success of the Company
S172 (1) Statement
During the year, the directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Whilst making decisions the directors ensure that they have acted in good faith, in a way they believe would promote the success of the Company for the benefit of its members as a whole.
 
Specifically, the directors have considered the following:-
a.           The likely consequences of any decision in the long term;
b.           The interests of the Company's employees;
c.           The need to foster the Company's business relationships with suppliers, customers and others;
d.           The impact of the Company's operations on the community and the environment;
e.           The desirability of the Company maintaining a reputation for high standards of business conduct; and
f.            The need to act fairly between members of the Company.
 
S172 (1) (a) The likely consequences of any decision in the long term
 
The directors understand the business and the environment in which it operates. This is key to understanding the likely consequences of any long- term decisions. There is a clear plan for growth which ensures the Company continue to provide a high  quality  service, satisfying customer and shareholder needs, amongst other stakeholders. Continually improving operating methods are integral and fundamental parts of the business strategy. This strategy is key to ensuring the Company and the directors are delivering on their duty of care for the benefit of future generations. 
 
Investment in the business has continued throughout the year, which includes building a new residents lounge at St George’s Park Nursing Home, refurbishments of Lynhales Hall Nursing Home and Gwen Walford House Nursing Home. The Company has continued to invest in its people, offering industry leading training and development opportunities. Underpinned by a number of awards received during the year.
 
S172 (1) (b) The interests of the Company's employees
 
The directors recognise that people are at the heart of the success. With a culture of accountability and right person right seat,  our people understand their roles and what their purpose is within the Company. This helps
Page 2

 
ROTHERWOOD GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

them deliver a high quality service. This is why we offer competitive pay and benefits, learning and development opportunities, and mentorship at every stage of their career. Working together, we create and maintain a new standard in healthcare. Employee welfare and wellbeing is of utmost importance. The directors ensure all employees work in a safe and healthy environment. The directors regularly engage with employees through HR Hubs, satisfaction surveys, staff bulletins quarterly briefings, quarterly supervisions and annual appraisals.   When making decisions, the directors consider which course of action best delivers the Company strategy in the long term, taking into consideration all stakeholders of the Company, including the employees.
 
Further investments are continuing to enhance and improve the quality of the environment our staff work within.
 
S172 (1) (c) The need to foster the Company's business relationships with suppliers, customers and others
 
The directors recognise that building relationships with suppliers, customers and stakeholders is also key to the success of the business. The Company maintains an approved suppliers list to ensure the Company reviews good quality products and services at good value. The Company recognises the need to deliver a Person Centred care service to its residents.
 
S172 (1) (d) The impact of the Company's operations on the community and the environment
 
The directors recognise the importance of minimising the impact of the Company's operations on the community and environment, which is why it is core to their strategy. The Company and directors wholly support and where possible exceed the requirement of current environmental legislation and codes of practice. The Company’s  Going Green  committing  meet regularly to ensure that we always  strive  to reduce the environmental  impact  of the company. It is the aim to minimise waste and water usage in buildings, vehicles, and processes in order to conserve supplies and minimise consumption of natural resources, especially where they are non-renewable. The Company and the directors actively promote recycling both internally and amongst customers and suppliers. 
 
 
S172 (1) (e) The desirability of the Company maintaining a reputation for high standards of business conduct
 
The directors are committed to providing a New Standard in Healthcare. This is achieved by delivering our Carehome Experience which comrises: exceptional care, luxurious surroundings, enticing dining, and inspiring activities We focus on creating skilled teams of people that deliver outstanding care, food and nutrition, and varied lifestyle programmes in our homes. Below we can learn more about how we work everydayevery day to uphold our values and make sure we’re creating a new standard in healthcare.
 
 
S172 (1) (f) The need to act fairly between members of the Company
 
When making decisions, the directors consider which course of action best delivers the Company strategy in the long term, taking into consideration all stakeholders of the Company. Examples of this are noted above where the directors consider all stakeholders when deciding whether or not to acquire a new care home, purchase a plot of land to develop a new care home.

Page 3

 
ROTHERWOOD GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


This report was approved by the board and signed on its behalf.



................................................
J Fennell
Director

Date: 28 March 2024

Page 4

 
ROTHERWOOD GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Results and dividends

The profit for the year, after taxation, amounted to £772,164 (2022 - £1,692,017).

During the year, the directors recommended dividends amounting to £650,000 (2022 - £1,800,000).

Directors

The directors who served during the year were:

R Claridge 
J Fennell 

Future developments

Going forward, the directors aim to continue to grow the business whilst keeping a tight control over costs. 

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through  internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development to disabled employees wherever appropriate.

Qualifying third party indemnity provisions

The directors have the benefit of the indemnity provisions contained in the Company’s Articles of Association (‘Articles’), and the Company has maintained throughout the year directors’ and officers’ liability insurance for the benefit of the Company, the directors and its officers. The Company has entered into qualifying third party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remain in force. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 5

 
ROTHERWOOD GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

Following a rebranding exercise on 15 May 2023, the trading name of the Company's independent auditors changed from MHA MacIntyre Hudson to MHA.
The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 
ROTHERWOOD GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

This report was approved by the board and signed on its behalf.
 





................................................
J Fennell
Director

Date: 28 March 2024

11 Merus Court
Meridian Business Park
Leicester
LE19 1RJ

Page 7

 
ROTHERWOOD GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROTHERWOOD GROUP LIMITED
 

Opinion


We have audited the financial statements of Rotherwood Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 31 March 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.


Page 8

 
ROTHERWOOD GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROTHERWOOD GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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.


Page 9

 
ROTHERWOOD GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROTHERWOOD GROUP LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.


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 an Auditors' 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 Group 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:

• Enquiry of management and those charged with governance around actual, potential or suspected                litigation, claims, non-compliance with applicable laws and regulations and fraud.
• Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of         non-compliance with laws and regulations.
• Performing audit work over the risk of management override, including testing of journal entries and other    adjustments for appropriateness, evaluating the business rationale of significant transactions outside the      normal course of business and reviewing accounting estimates for bias.
• Reviewing of financial statements disclosures and testing to supporting documentation to assess                  compliance with applicable laws and regulations.
• Discussions amongst the engagement team in relation to how and where fraud might occur in the financial  statements and any potential indicators of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 10

 
ROTHERWOOD GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROTHERWOOD GROUP LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Shelley Harvey (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
  
Leicester
United Kingdom
Date: 2 April 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)





  
 

2 April 2024
Page 11

 
ROTHERWOOD GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
20,797,684
17,566,622

Cost of sales
  
(12,762,936)
(11,002,800)

Gross profit
  
8,034,748
6,563,822

Administrative expenses
  
(5,198,861)
(4,790,995)

Other operating income
 5 
163,233
478,789

Operating profit
 6 
2,999,120
2,251,616

Loss on disposal of subsidiary
 10 
(1,126,864)
-

Interest receivable and similar income
 11 
8
-

Interest payable and similar expenses
 12 
(647,438)
(341,652)

Profit before tax
  
1,224,826
1,909,964

Tax on profit
 13 
(452,662)
(217,947)

Profit for the financial year
  
772,164
1,692,017

Profit for the year attributable to:
  

Owners of the parent Company
  
772,164
1,692,017

  
772,164
1,692,017

There were no recognised gains and losses for 2023 or 2022 other than those included in the Consolidated Statement of Comprehensive Income.

There was no other comprehensive income for 2023 (2022: £Nil).

The notes on pages 22 to 46 form part of these financial statements.

Page 12

 
ROTHERWOOD GROUP LIMITED
REGISTERED NUMBER: 09519658

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
523,981
607,607

Tangible assets
 16 
17,224,770
16,650,857

  
17,748,751
17,258,464

Current assets
  

Stocks
 18 
40,238
41,311

Debtors: amounts falling due within one year
 19 
7,196,005
2,945,023

Cash at bank and in hand
 20 
1,228,403
1,588,555

  
8,464,646
4,574,889

Creditors: amounts falling due within one year
 21 
(9,923,089)
(5,318,863)

Net current liabilities
  
 
 
(1,458,443)
 
 
(743,974)

Total assets less current liabilities
  
16,290,308
16,514,490

Creditors: amounts falling due after more than one year
 22 
(12,867,148)
(13,317,740)

Provisions for liabilities
  

Deferred tax
 24 
(483,233)
(378,987)

  
 
 
(483,233)
 
 
(378,987)

Net assets
  
2,939,927
2,817,763


Capital and reserves
  

Called up share capital 
 25 
1,000,000
1,000,000

Profit and loss account
  
1,939,927
1,817,763

  
2,939,927
2,817,763


Page 13

 
ROTHERWOOD GROUP LIMITED
REGISTERED NUMBER: 09519658
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
J Fennell
Director

Date: 28 March 2024

The notes on pages 22 to 46 form part of these financial statements.

Page 14

 
ROTHERWOOD GROUP LIMITED
REGISTERED NUMBER: 09519658

COMPANY BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
261,945
214,795

Tangible assets
 16 
157,561
193,447

Investments
 17 
1,000,000
1,000,000

  
1,419,506
1,408,242

Current assets
  

Stocks
 18 
997
-

Debtors: amounts falling due within one year
 19 
18,839,912
16,367,938

Cash at bank and in hand
 20 
53,347
537,742

  
18,894,256
16,905,680

Creditors: amounts falling due within one year
 21 
(6,200,375)
(3,983,563)

Net current assets
  
 
 
12,693,881
 
 
12,922,117

Total assets less current liabilities
  
14,113,387
14,330,359

  

Creditors: amounts falling due after more than one year
 22 
(12,822,220)
(13,281,783)

Provisions for liabilities
  

Deferred taxation
 24 
(36,532)
(45,268)

  
 
 
(36,532)
 
 
(45,268)

Net assets
  
1,254,635
1,003,308


Capital and reserves
  

Called up share capital 
 25 
1,000,000
1,000,000

Profit and loss account
  
254,635
3,308

  
1,254,635
1,003,308


Page 15

 
ROTHERWOOD GROUP LIMITED
REGISTERED NUMBER: 09519658
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
J Fennell
Director

Date: 28 March 2024

The notes on pages 22 to 46 form part of these financial statements.

Page 16

 
ROTHERWOOD GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 April 2021
1,000,000
1,925,746
2,925,746
2,925,746


Comprehensive income for the year

Profit for the year (As restated)
-
1,692,017
1,692,017
1,692,017

Dividends: Equity capital
-
(1,800,000)
(1,800,000)
(1,800,000)



At 1 April 2022 (As restated)
1,000,000
1,817,763
2,817,763
2,817,763


Comprehensive income for the year

Profit for the year
-
772,164
772,164
772,164

Dividends: Equity capital
-
(650,000)
(650,000)
(650,000)


At 31 March 2023
1,000,000
1,939,927
2,939,927
2,939,927


The notes on pages 22 to 46 form part of these financial statements.

Profit and Loss Account 
Includes all current year retained profits and losses. All amounts are distributable.

Page 17

 
ROTHERWOOD GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2021
1,000,000
1,224,669
2,224,669


Comprehensive income for the year

Profit for the year
-
578,639
578,639

Dividends: Equity capital
-
(1,800,000)
(1,800,000)



At 1 April 2022
1,000,000
3,308
1,003,308


Comprehensive income for the year

Profit for the year
-
901,327
901,327

Dividends: Equity capital
-
(650,000)
(650,000)


At 31 March 2023
1,000,000
254,635
1,254,635


The notes on pages 22 to 46 form part of these financial statements.

Profit and Loss Account 
Includes all current year retained profits and losses. All amounts are distributable.

Page 18

 
ROTHERWOOD GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
772,164
1,692,017

Adjustments for:

Amortisation of intangible assets
197,272
179,420

Depreciation of tangible assets
899,944
681,902

Gain/(Loss) on disposal of tangible assets
4,872
(2,791)

Interest paid
647,438
341,652

Interest received
(8)
-

Taxation charge
452,662
217,947

Decrease in stocks
1,073
1,081

Increase in debtors
(364,793)
(281,145)

Increase in amounts owed by associated companies
(4,319,389)
(47,678)

Increase in creditors
3,230,596
123,996

Increase in amounts owed to associated companies
1,814,160
8,221

Corporation tax paid
(151,470)
-

Net cash generated from operating activities

3,184,521
2,914,622


Cash flows from investing activities

Purchase of intangible fixed assets
(113,646)
(109,080)

Purchase of tangible fixed assets
(1,615,331)
(3,177,087)

Sale of tangible fixed assets
136,602
6,400

Interest received
8
-

HP interest paid
(2,075)
(1,417)

Net cash from investing activities

(1,594,442)
(3,281,184)
Page 19

 
ROTHERWOOD GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

As restated

2023
2022

£
£



Cash flows from financing activities

New secured loans
-
4,009,468

Repayment of loans
(674,941)
(597,324)

Repayment of/new finance leases
20,124
(73,055)

Dividends paid
(650,000)
(1,800,000)

Interest paid
(645,363)
(340,235)

Net cash used in financing activities
(1,950,180)
1,198,854

Net (decrease)/increase in cash and cash equivalents
(360,101)
832,292

Cash and cash equivalents at beginning of year
1,588,504
756,212

Cash and cash equivalents at the end of year
1,228,403
1,588,504


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,228,403
1,588,555

Bank overdrafts
-
(51)

1,228,403
1,588,504


The notes on pages 22 to 46 form part of these financial statements.

Page 20

 
ROTHERWOOD GROUP LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2023




At 1 April 2022 (As restated)
Cash flows
At 31 March 2023
£

£

£

Cash at bank and in hand

1,588,555

(360,152)

1,228,403

Bank overdrafts

(51)

51

-

Debt due after 1 year

(13,196,205)

483,958

(12,712,247)

Debt due within 1 year

(701,790)

190,983

(510,807)

Finance leases

(146,398)

(20,124)

(166,522)


(12,455,889)
294,716
(12,161,173)

The notes on pages 22 to 46 form part of these financial statements.

Page 21

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Rotherwood Group Limited is a private company, limited by shares, domiciled in England and Wales, registration number 09519658. The registered office is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
The principal activity of the Company during the year was that of a holding company.
The principal activity of the Group during the year continued to be that of the provision of care to the elderly and mentally infirm.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The directors believe the Group has the ability to continue as a going concern for the next 12 months and the Group therefore continues to adopt the going concern basis in preparing its financial information.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £901,327 (2022 - £578,639).
The following principal accounting policies have been applied:

  
2.2

Exemptions for qualifying entities under FRS 102

The Company has taken advantage of the following exemptions:
i) from preparing a statement of cash flows, on the basis that it is a qualifying entity and the Consolidated Statement of Cash Flows, included in these financial statements, includes the Company’s cash flows;
ii) from the financial instrument disclosures, required under FRS 102 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures;
iii) from disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7.

Page 22

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Consolidated Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 23

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Statement of Comprehensive Income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 25

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method.

Depreciation is provided on the following basis:

Freehold property
-
2%
straight-line
Leasehold improvements
-
2%
straight-line / 25% reducing balance
Motor vehicles
-
25%
straight-line
Fixtures and fittings
-
20%
reducing balance
Office equipment
-
20%
straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income. 

Page 26

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation at the reporting date, it is probable that the entity will be required to transfer economic benefits in settlement, and the amount of the obligation can be estimated reliably.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
Increases in provisions are generally charged as an expense to the Consolidated Statement of Comprehensive Income.

Page 27

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction costs, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 28

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

i) Impairment of intangible assets and goodwill

The Group considers whether intangible assets and/or goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

ii) Useful economic lives of tangible and intangible assets

The annual depreciation charge for tangible and intangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

iii) Impairment of financial assets

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of the debtors and historical experience.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Provision of care related services
20,797,684
17,566,622

20,797,684
17,566,622


All turnover arose within the United Kingdom.

Page 29

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

5.


Other operating income

2023
2022
£
£

Grants
101,034
463,116

Net rents receivable
48,268
15,180

Government grants receivable
10,000
-

Sundry income
3,931
493

163,233
478,789



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation - owned assets
870,948
661,509

Depreciation - assets held under hire purchase agreements
28,996
20,393

Amortisation of intangibles
197,272
179,420

Other operating lease rentals
55,000
55,000


7.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
62,500
54,500

Fees payable to the Group's auditors in respect of:

Other services relating to taxation
8,500
8,250

All other services
25,500
21,000

Page 30

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.

Employees

Staff costs, including directors' remuneration, were as follows:

Group
2023
Group
2022
Company
2023
Company
2022
        £
        £
        £
        £
Wages and salaries

9,514,718

8,432,708

98,250
 
99,742
 
Social security costs

223,222

176,726

25,948
 
6,625
 
Costs of defined contribution scheme

129,221

91,815

4,840
 
1,492
 

9,867,161

8,701,249

129,038
 
107,859
 





The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Administrative staff
51
27
8
2



Care staff
311
270
-
-



Directors
2
2
2
2

364
299
10
4


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
25,848
25,848

Group contributions to pension schemes
336
-

26,184
25,848


During the year retirement benefits were accruing to 1 director (2022 - NIL) in respect of defined contribution pension schemes.

Page 31

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

10.

Loss on sale of subsidiary

2023
2022
        £
        £
Loss on sale of subsidiary

1,126,864

-
 

1,126,864

-
 

On the 30 August 2022, 100% of the share capital of Rotherwood Healthcare (Roden Hall) Limited was disposed of for a consideration of £3,000.


11.


Interest receivable

2023
2022
£
£


Other interest receivable
8
-

8
-


12.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
636,789
334,460

Other loan interest payable
6,241
1,905

Finance leases and hire purchase contracts
2,075
1,417

Other interest payable
2,333
3,870

647,438
341,652

Page 32

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
391,789
375,810

Adjustments in respect of previous periods
(58,864)
(364,950)


332,925
10,860


Total current tax
332,925
10,860

Deferred tax


Origination and reversal of timing differences
119,737
207,087

Total deferred tax
119,737
207,087


Tax on profit
452,662
217,947

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,224,826
2,089,516


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
232,717
397,008

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
24,340
11,114

Capital allowances for year in excess of depreciation
26,294
168,849

Adjustments to tax charge in respect of prior periods
(58,864)
(364,950)

Changes in provisions leading to an increase/(decrease) in the tax charge
-
(74)

Other differences leading to an increase/(decrease) in the tax charge
228,175
6,000

Total tax charge for the year
452,662
217,947

Page 33

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
13.Taxation (continued)


Factors that may affect future tax charges

From 1 April 2023, the Corporation Tax main rate increased to 25% for profits over £250,000. A small profits rate will also be introduced for profits of £50,000 or less, charging Corporation Tax at 19%. Profits between £50,000 and £250,000 will be taxed at the main rate reduced by a marginal releif providing a gradual increase in the effective Corporation Tax rate. Deferred tax has been calculated at 25% accordingly. 


14.


Dividends

2023
2022
£
£


Dividends on ordinary shares
650,000
1,800,000

650,000
1,800,000

Page 34

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

15.


Intangible assets

Group





Development expenditure
Trademarks
Goodwill
Total

£
£
£
£



Cost


At 1 April 2022
359,755
17,588
1,302,457
1,679,800


Additions
113,646
-
-
113,646



At 31 March 2023

473,401
17,588
1,302,457
1,793,446



Amortisation


At 1 April 2022
144,960
15,483
911,750
1,072,193


Charge for the year
66,496
526
130,250
197,272



At 31 March 2023

211,456
16,009
1,042,000
1,269,465



Net book value



At 31 March 2023
261,945
1,579
260,457
523,981



At 31 March 2022
214,795
2,105
390,707
607,607



Page 35

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
           15.Intangible assets (continued)

Company




Development expenditure

£



Cost


At 1 April 2022
359,755


Additions
113,646



At 31 March 2023

473,401



Amortisation


At 1 April 2022
144,960


Charge for the year
66,496



At 31 March 2023

211,456



Net book value



At 31 March 2023
261,945



At 31 March 2022
214,795

Page 36

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

16.


Tangible fixed assets

Group






Freehold property
Leasehold Improvements
Motor vehicles
Fixtures and fittings
Office equipment

£
£
£
£
£



Cost or valuation


At 1 April 2022
16,198,403
402,923
477,677
3,037,978
170,677


Additions
218,717
500,326
16,949
858,226
21,113


Disposals
-
-
(13,436)
(130,432)
(5,720)



At 31 March 2023

16,417,120
903,249
481,190
3,765,772
186,070



Depreciation


At 1 April 2022
1,992,624
39,123
141,846
1,377,364
85,844


Charge for the year on owned assets
323,968
26,693
64,041
438,266
17,980


Charge for the year on financed assets
-
-
22,924
-
6,072


Disposals
-
-
(8,114)
-
-



At 31 March 2023

2,316,592
65,816
220,697
1,815,630
109,896



Net book value



At 31 March 2023
14,100,528
837,433
260,493
1,950,142
76,174



At 31 March 2022
14,205,779
363,800
335,831
1,660,614
84,833
Page 37

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           16.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 1 April 2022
20,287,658


Additions
1,615,331


Disposals
(149,588)



At 31 March 2023

21,753,401



Depreciation


At 1 April 2022
3,636,801


Charge for the year on owned assets
870,948


Charge for the year on financed assets
28,996


Disposals
(8,114)



At 31 March 2023

4,528,631



Net book value



At 31 March 2023
17,224,770



At 31 March 2022
16,650,857

Land with a value of £2,332,175 is included in freehold property and is not depreciated.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Motor vehicles
228,297
224,963

Furniture, fittings and equipment
7,079
28,396

235,376
253,359

Page 38

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           16.Tangible fixed assets (continued)


Company






Motor vehicles
Office equipment
Fixtures and fittings
Total

£
£
£
£

Cost or valuation


At 1 April 2022
234,544
29,004
13,390
276,938


Additions
-
9,122
6,145
15,267



At 31 March 2023

234,544
38,126
19,535
292,205



Depreciation


At 1 April 2022
58,833
15,095
9,563
83,491


Charge for the year
44,411
3,579
3,163
51,153



At 31 March 2023

103,244
18,674
12,726
134,644



Net book value



At 31 March 2023
131,300
19,452
6,809
157,561



At 31 March 2022
175,711
13,909
3,827
193,447






Page 39

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
1,000,000



At 31 March 2023
1,000,000






Net book value



At 31 March 2023
1,000,000



At 31 March 2022
1,000,000

All of the group companies prepared their accounts to 31 March in the current year apart from Quality Care Concepts Limited which prepared their accounts to 30 June 2023. All have been included in the consolidation except Quality Care Concepts Limited as this is a 50% owned subsidiary. Rotherwood Training and Development Limited, No: 09830604 and Rotherwood Healthcare (Waterside) Limited, No: 09748917 have taken exemption from audit under S479A of the Companies Act 2006. In accordance with this subsection, Rotherwood Group Limited has given a guarantee as set out in S479C over the liabilities of these companies.


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Rotherwood Healthcare Limited
Property management company
Ordinary
100%
Rotherwood Training & Development Limited
Provision of staff training services
Ordinary
100%
Rotherwood Financial Limited
Financial and bookkeeping services
Ordinary
100%
Rotherwood People Limited
Provision of staff for the care sector
Ordinary
100%
Fennell Financial Limited
Dormant
Ordinary
100%
Quality Care Concpets Limited
Provision of care to the elderly and mentally infirm
Ordinary
50%

Page 40

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Rotherwood Healthcare (Lynhales Hall) Limited
Provision of care to the elderly and mentally infirm
Ordinary
100%
Rotherwood Healthcare (Hampton Grange) Limited
Provision of care to the elderly and mentally infirm
Ordinary
100%
Rotherwood Healthcare (Dorset House) Limited
Provision of care to the elderly and mentally infirm
Ordinary
100%
Rotherwood Healthcare (St Georges Park) Limited
Provision of care to the elderly and mentally infirm
Ordinary
100%
Rotherwood Healthcare (Waterside) Limited
Dormant
Ordinary
100%


18.


Stocks

Group
2023
Group
2022
£
£

Consumables
40,238
41,311

40,238
41,311


Page 41

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

19.


Debtors

Group

Group
As restated
Company

Company

2023
2022
2023
2022
£
£
£
£


Trade debtors
1,470,177
1,083,601
-
-

Amounts owed by group undertakings and associated companies
4,941,812
1,055,269
18,806,353
16,346,096

Other debtors
359,514
368,515
-
-

Prepayments and accrued income
407,538
428,638
29,218
21,842

Tax recoverable
16,964
9,000
4,341
-

7,196,005
2,945,023
18,839,912
16,367,938



20.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,228,403
1,588,555
53,347
537,742

Less: bank overdrafts
-
(51)
-
-

1,228,403
1,588,504
53,347
537,742


Page 42

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
-
51
-
-

Bank loans
483,981
701,790
483,981
652,314

Trade creditors
1,428,667
1,589,204
33,081
45,711

Amounts owed to group undertakings and associated companies
1,410,879
63,849
5,631,598
3,236,433

Corporation tax
631,660
434,714
-
-

Other taxation and social security
4,620,763
532,795
-
2,570

Obligations under finance lease and hire purchase contracts
38,447
24,863
15,211
-

Other creditors
955,614
1,580,594
27,204
17,477

Accruals and deferred income
353,078
391,003
9,300
29,058

9,923,089
5,318,863
6,200,375
3,983,563


Barclays Bank plc and HSBC UK Bank plc hold fixed and floating charges over all property and undertakings of the Group. 
The hire purchase contracts of £38,447 (2022 - £24,863) are secured against the assets of the Group.


22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
12,712,247
13,196,205
12,712,247
13,196,205

Net obligations under finance leases and hire purchase contracts
154,901
121,535
109,973
85,578

12,867,148
13,317,740
12,822,220
13,281,783


Barclays Bank plc and HSBC UK Bank plc hold fixed and floating charges over all property and undertakings of the Group. 
The hire purchase contracts of £154,901 (2022 - £121,535) are secured against the assets of the Group.

Page 43

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

23.


Loans

Analysis of maturity of loans is given below:

Group
2023
Group
2022
Company
2023
Company
2022
£
£
£
£
Amounts falling due within one year
Bank loans


510,807

701,790

499,192
 
652,314
 
Amounts falling due greater than one year
Bank loans


12,712,247

13,196,205

12,712,247
 
13,196,205
 
13,223,054

13,897,995

13,211,439
 
13,848,519
 

Page 44

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

24.


Deferred taxation


Group



2023


£






At beginning of year
378,987


Charged to the Consolidated Statement of Comprehensive Income
104,246



At end of year
483,233

Company


2023


£






At beginning of year
45,268


Charged to Statement of Comprehensive Income
(8,736)



At end of year
36,532

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
483,233
378,987
36,532
45,268

483,233
378,987
36,532
45,268


25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000,000 (2022 - 1,000,000) Ordinary shares of £1.00 each
1,000,000
1,000,000


Each Ordinary share has equal voting and distribution rights, including repayment of capital in the event of winding up.

Page 45

 
ROTHERWOOD GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

26.


Prior year adjustment

These financial statements include restatements to the comparative Statement of Comprehensive Income and Balance Sheet for the year ended 31 March 2022.
Within the 31 March 2022 statutory financial statements, the Group had incorrectly prepaid expenditure which related to the 31 March 2022 year end. As a result of the prior period adjustment, Prepayments and accrued income as at 31 March 2022 have decreased by £179,552 from £608,910 to £407,538 and have been restated. Administrative expenses within the Statement of Comprehensive Income have increased by £179,552 from £4,611,443 to £4,790,995 and have been restated. The Profit and Loss Account reserves brought forward as at 1 April 2022 have decreased from a deficit of £1,997,315 to £1,817,763 and have been restated.


27.


Transactions with directors

At the year end the Group owed the directors £425,135 (2022 - £1,334,643) in the form of a director's loan account. The loan is interest free and has no fixed repayment terms.


28.


Related party transactions


2023
2022
£
£

Loans due to key management personnel
425,135
(1,334,643)
Dividends paid to directors
650,000
1,350,000
Balances owed to other related parties
1,410,879
63,849
Balances owed from other related parties
4,941,812
1,055,269
Purchases from other related parties
199,200
208,690

Total key management personnel remuneration for the year was £46,363 (2022: £43,272).
Amounts owed to and from group undertakings are unsecured, interest free and repayable on demand.
All transactions are considered to be at arms length.
The Group has taken advantage of the exemption under Financial Reporting Standard 102, section 33.1A from the requirement to disclose transactions with Group companies on the grounds that all subsidiaries are wholly owned members of the Group.
No other transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102, section 33.


29.


Controlling party

The directors do not consider there to be an ultimate controlling party in the current year.

Page 46