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REGISTERED NUMBER: 13734254 (England and Wales)



















AUREM CARE (BIDCO) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024






AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 7

Report of the Independent Auditors 9

Consolidated Income Statement 13

Consolidated Other Comprehensive Income 14

Consolidated Balance Sheet 15

Company Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Consolidated Cash Flow Statement 20

Notes to the Consolidated Financial Statements 21


AUREM CARE (BIDCO) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024







DIRECTORS: S M P Adcock
E C Gilvear
J S Godden
K J G Hillen





REGISTERED OFFICE: 5th Floor
167-169 Great Portland Street
London
W1W 5PF





REGISTERED NUMBER: 13734254 (England and Wales)





AUDITORS: Keelings Limited
Statutory Auditors, Chartered Tax Advisers
and Chartered Certified Accountants
Broad House
1 The Broadway
Old Hatfield
Hertfordshire
AL9 5BG

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their strategic report of the company and the group for the year ended 31 March 2024.

The principal activity of the group in the period under review was the operation of six care homes.

REVIEW OF BUSINESS
On 20 January 2022, the group was formed when Aurem Care (Bidco) Limited ('the Company') purchased Aurem Care (Acqco) Limited and its subsidiaries. The purchase was funded by a bank loan, together with loan notes issued by the Company's immediate parent company, Aurem Care (Midco) Limited. The goodwill on consolidation was £12.0m.

The consolidated income statement on page 13 reflects the results of the group since acquisition and shows turnover of £16.34m and costs of £17.11m, including interest of £1.50m and amortisation of goodwill on consolidation of £1.2m, leaving a loss of £0.77m.

The group balance sheet shows fixed assets of £28.88m, consisting of tangible fixed assets of £19.23m and intangible fixed assets of £9.65m. Current assets were £5.63m (including cash of £611,000) with current liabilities of £2.99m, net current assets were £2.64m. Long term liabilities and provisions were £33.37m and £678,000, respectively, leaving group net liabilities of £2.53m (2023: £1.76m).

The Directors believe that the outlook for the Group is strong. The losses sustained in the period, and the net current liabilities at the end of the period, are in line with expectations at this point and the Shareholders are fully supportive of the Directors plan to grow the business.


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The directors consider the following to be the group's principal operational risks in the short term:

The UK's departure from the European Union ('Brexit') and its impact on the labour market
Brexit continues to impact the group operationally, as the reduced pool of available employees leads to increases in salary expenditure and additional use of contractors to fill short-term staffing gaps. The directors have diversified the group's recruitment practices and, to the greatest extent possible, have factored the prevailing uncertainty into the group's financial planning.

Public sector financial constraints
In an environment of tighter fiscal policy, the directors are acutely aware of the risks associated with trading primarily with public sector bodies. To date, the group has not experienced funding issues as a result of Covid or the rise in interest rates, but the directors will continue to monitor this position closely.

Health and safety
The group understands the need to provide a safe environment for its staff, residents, their guests or anyone else on its premises. Everyone in the business has accountability for health and safety, and they are given the necessary tools (including training, safety equipment and resources) to operate safely. Compliance is organised and monitored through a dedicated health and safety team across the business.

Regulatory changes
The directors pride themselves on providing high-quality care and always aim to respond proactively to, and exceed, any regulatory requirements affecting the group's operations. Major changes to these regulatory requirements can result in significant cost to the group, but no regulatory changes having a materially adverse effect on the group's activities are anticipated at this time.

Inflation and rises in energy prices
The UK is currently experiencing high levels of inflation, which impacts on the group's variable and fixed costs and could reduce the group's operating margin. Specifically, energy prices have risen significantly more than the general rate of inflation. The directors will continue to assess the impact of inflation on the business regularly.

Liquidity and cashflow
The group continues to invest in its operations and therefore has to monitor its liquidity closely in order to ensure working capital requirements are met in addition to the cost of investment. Cash forecasts are maintained which include a range of possible outcomes, with the results discussed at board level so that any operational or financing requirements are agreed in advance of any large expenditure.

Occupancy
An inability to maintain and grow occupancy levels of both private and local authority funded residents is a potential risk to the business. In order to mitigate this risk, the group has a proactive Sales and Marketing team who work alongside the operational team to monitor and review occupancy levels.

FUTURE DEVELOPMENTS
In recent years, the group has invested significantly in its properties and people, resulting in it offering high quality care. The directors expect the strong commercial performance of the business to improve in the future.


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

SECTION 172 (1) STATEMENT
Each individual director must act in the way he or she considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole and, in doing so, the directors have had regard to the matters set out in Section 172 (1) of the Companies Act.

The directors confirm that, since being appointed following the acquisition of Custodes and its subsidiaries, the long-term success of the business has been promoted for the benefit of its members as a whole, by having regard to (amongst others) the following matters:
- the likely consequences of any decision in the long-term;
- the interests of the group's employees;
- the need to foster the group's business relationships with suppliers, customers and others;
- the impact of the group's operations on the community and the environment;
- the desirability of the group maintaining a reputation for high standards of business conduct; and
- the need to act fairly as between members of the group.

With regard to maintaining high standards of business conduct, the group has a strong framework of key policies and procedures that all employees and contractors are expected to maintain and adhere to. These policies include a modern slavery policy, supported by yearly training for all employees, alongside reviews of the group's supply chain. The group has retained an external party to receive all whistleblowing notifications and has a robust whistleblowing policy which all staff have access to, alongside being provided with details of the group's whistleblowing phone line at all its locations. ·

The group takes its data protection responsibilities seriously and provides privacy notices to all staff and the individuals it supports (including in easy-read format, where required). The group has data protection and confidentiality, information security and records management policies in place, supported by annual training. Consent is also obtained and recorded, as needed, when working with personal and sensitive data. As an additional tool, the group has a Caldicott Guardian who oversees and embeds adherence to the Eight Caldicott Principles of good information sharing across the organisation.

Staff are expected to adhere to a code of conduct which aligns with the group's values and the group has a robust grievance policy and procedure for employees. To assist with corporate decision making, the directors maintain a corporate risk register which is updated by the Senior Leadership Team on a quarterly and ad-hoc basis as new items are identified or risk mitigation is changed.

The directors are conscious that the group's operations affect a range of stakeholders, and they take care to consider and engage, to the greatest extent possible, all affected stakeholders in their decision making.

The following matrix sets out the group's various stakeholders and the ways in which the group engages with those stakeholders to influence decision making:

Stakeholder group Key engagement methods Stakeholder expectations Long-term value creation

Clients: Individuals
we support and
families and friends.
Client relationships
managed at multiple levels,
from individual home
managers and principals
through to the CEO.
Transparent and
collaborative relationship
to safely achieve defined
outcomes.Support with
practical, emotional and
health-related matters.
The people we support achieve
positive outcomes and lead a
meaningful and happy life.

Regulators Discussion of any relevant
matters with regulators in a
timely and open fashion.
Full, accurate and timely
disclosure of information.
Maximised quality within our
services, to the benefit and
reassurance of the people we
support and their families.
Engagement in
improvement plans agreed
with inspectors.
Adherence to regulatory
standards.
Improved relationships with
regulators and our reputation
within the industry.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Regular circulation of
regulatory requirements,
including updates, to key
affected staff.
Prompt resolution of
identified issues.
Growth opportunities as a
result of good relationships
with regulators and enhanced
reputation.
Systems developed to better enable the group to track the quality and compliance levels of our services.








Stakeholder group Key engagement methods Stakeholder expectations Long-term value creation

Employees Regular employee surveys. All employees treated
fairly and equally.
Improved recruitment,
retention and quality.
Introduction of Blink app
available to all employees
allowing real-time
communications and
feedback.
Employee views taken
into consideration when
decisions made that affect
them.
Promotion of an innovative
and efficient environment
through teamwork and
communication.
Quarterly newsletters
regarding new
developments and key
messages.
Meaningful development
and career progression
opportunities.
Creating an attractive
workplace for culture and
benefits.
Quarterly manager
conference.
Fair remuneration.
Whistleblowing facilities.

Suppliers Dedicated accounts payable
team, engaging with
suppliers daily.
Open dialogue. Higher quality of service
delivery due to good
relationships with quality
suppliers.
Specialist support teams
engage directly with
suppliers in their respective
areas.
Prompt payment upon
invoices falling due.
Improved payment terms and
credit limits.

Shareholders Monthly reporting. Meeting agreed financial
and operational targets.
Shared understanding of and
support for long-term business
goals.
Regular board meetings
with investor
representation.
Transparent, reliable and
timely information.
Support for future growth
activities.

Banking partners Monthly and quarterly
reporting.
Meeting agreed financial
targets.
Ensuring a financial platform
to support growth,
developments or acquisitions.
Open dialogue. Transparent, reliable and
timely.

Local communities Community events. Hiring local people where
possible.
Sustainable employment base.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Meaningful opportunities
to participate in the
community to the benefit
of all.
Positive outcomes for people
we support.
Considerate, neighbourly
behaviour.
More support with growth
activities in area.

Environment Efforts to minimise wastage
eg of food, water and
power.
Minimal power usage. Protection of resources.
Adopting remote working
practices wherever possible,
outside frontline services.
Paperless working to the
greatest possible extent.
Reducing travel as far as
possible, and using
efficient methods for
travel.
Only consuming what we
need.
Sustainable cloud-based
methods of working available
securely in any location,
providing real-time
information so employees can
focus on care provision.

Public Maintaining clear corporate
governance with effective
controls in place to ensure
business is conducted to
highethical standards.
Stakeholders are treated
fairly and the business acts
to promote high standards
of business efficacy.
Improved business reputation.
Higher levels of staff and
customer retention.


ON BEHALF OF THE BOARD:





K J G Hillen - Director


27 March 2025

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of a holding company.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

S M P Adcock
E C Gilvear
J S Godden
K J G Hillen

STREAMLINED ENERGY AND CARBON REPORTING
No Streamlined Energy and Carbon Report ('SECR') is provided, as the annual energy consumption of Aurem Care (Bidco) Limited itself did not exceed 40,000 kWh and none of its subsidiaries is individually required to provide an SECR.

INDEMNITY PROVISION FOR DIRECTORS
No qualifying third party indemnity provision for the benefit of one or more directors was in force at any time during the financial period or to the date of approval of this report.

EMPLOYEE INFORMATION
The directors recognise the importance of human resources. Employee views are taken into consideration when decisions are made that affect them, through real-time communication and feedback . There is meaningful development and career progression opportunities within the group, creating an attractive workplace. Employees are treated fairly and equally, as monitored by regular employee surveys.

DISABLED EMPLOYEES
The policies the company undertakes for disabled employees are as follows:

- provide employees systematically with information affecting them as employees,

- consult them regularly on decisions likely to effect their interests,

- achieve a common awareness by all employees of the financial and economic factors affecting the company's performance.


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





K J G Hillen - Director


27 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

Opinion
We have audited the financial statements of Aurem Care (Bidco) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)


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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud and the detection of fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
- obtained an understanding of the nature of the sector, including the legal and regulatory framework, in which the entity operates and how the entity is complying with the legal and regulatory framework;
- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
- discussed matters concerning non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider that the most significant laws and regulations which have a direct impact on the financial statements are compliance with Financial Reporting Framework FRS 102, Companies Act 2006, Corporation Tax Act 2010, General Data Protection Regulations and applicable Employment Legislation. In addition, we considered other laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the entity's ability to operate or to avoid a material penalty. The key laws and regulations that we considered in this context included the Health and Safety at Work etc Act 1974.

Our procedures to respond to risks identified included the following:
- reviewing financial statement disclosures;
- enquiring of management, the directors, and external legal; advisors concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate material misstatement due to fraud;
- testing the appropriateness of journal entries and assessing the assumptions reflected in accounting estimates for indications of potential bias;
- addressing the risk of fraud in revenue recognition by performing substantive testing on the revenue.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, 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 further 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 may involve 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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Domenico Maurello (Senior Statutory Auditor)
for and on behalf of Keelings Limited
Statutory Auditors, Chartered Tax Advisers
and Chartered Certified Accountants
Broad House
1 The Broadway
Old Hatfield
Hertfordshire
AL9 5BG

27 March 2025

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
Notes £    £   

TURNOVER 16,339,701 18,072,672

Cost of sales 12,175,241 14,649,486
GROSS PROFIT 4,164,460 3,423,186

Administrative expenses 3,115,422 3,790,291
OPERATING PROFIT/(LOSS) 4 1,049,038 (367,105 )

Interest receivable and similar income 351 -
1,049,389 (367,105 )

Interest payable and similar expenses 5 1,499,793 1,393,737
LOSS BEFORE TAXATION (450,404 ) (1,760,842 )

Tax on loss 6 318,378 -
LOSS FOR THE FINANCIAL YEAR (768,782 ) (1,760,842 )
Loss attributable to:
Owners of the parent (768,782 ) (1,760,842 )

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
Notes £    £   

LOSS FOR THE YEAR (768,782 ) (1,760,842 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(768,782

)

(1,760,842

)

Total comprehensive income attributable to:
Owners of the parent (768,782 ) (1,760,842 )

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

CONSOLIDATED BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 9,649,000 10,848,480
Tangible assets 9 19,226,675 18,943,523
Investments 10 - -
28,875,675 29,792,003

CURRENT ASSETS
Debtors 11 5,015,796 2,038,672
Cash at bank and in hand 611,087 455,684
5,626,883 2,494,356
CREDITORS
Amounts falling due within one year 12 2,986,915 3,478,309
NET CURRENT ASSETS/(LIABILITIES) 2,639,968 (983,953 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

31,515,643

28,808,050

CREDITORS
Amounts falling due after more than one
year

13

(33,367,413

)

(30,209,416

)

PROVISIONS FOR LIABILITIES 17 (677,853 ) (359,475 )
NET LIABILITIES (2,529,623 ) (1,760,841 )

CAPITAL AND RESERVES
Called up share capital 18 1 1
Retained earnings 19 (2,529,624 ) (1,760,842 )
SHAREHOLDERS' FUNDS (2,529,623 ) (1,760,841 )

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2025 and were signed on its behalf by:





K J G Hillen - Director


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

COMPANY BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 - -
Tangible assets 9 - -
Investments 10 21,445,646 21,445,646
21,445,646 21,445,646

CURRENT ASSETS
Debtors 11 471,752 329,361

CREDITORS
Amounts falling due within one year 12 819,971 879,029
NET CURRENT LIABILITIES (348,219 ) (549,668 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

21,097,427

20,895,978

CREDITORS
Amounts falling due after more than one
year

13

23,329,132

21,878,015
NET LIABILITIES (2,231,705 ) (982,037 )

CAPITAL AND RESERVES
Called up share capital 18 1 1
Retained earnings (2,231,706 ) (982,038 )
SHAREHOLDERS' FUNDS (2,231,705 ) (982,037 )

Company's loss for the financial year (1,249,668 ) (982,038 )

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2025 and were signed on its behalf by:





K J G Hillen - Director


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 1 - 1
Total comprehensive income - (1,760,842 ) (1,760,842 )
Balance at 31 March 2023 1 (1,760,842 ) (1,760,841 )

Changes in equity
Total comprehensive income - (768,782 ) (768,782 )
Balance at 31 March 2024 1 (2,529,624 ) (2,529,623 )

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 1 - 1
Total comprehensive income - (982,038 ) (982,038 )
Balance at 31 March 2023 1 (982,038 ) (982,037 )

Changes in equity
Total comprehensive income - (1,249,668 ) (1,249,668 )
Balance at 31 March 2024 1 (2,231,706 ) (2,231,705 )

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,881,533 3,852,999
Interest paid (1,154,623 ) (977,853 )
Interest element of finance lease payments
paid

(345,170

)

(415,884

)
Net cash from operating activities 1,381,740 2,459,262

Cash flows from investing activities
Purchase of intangible fixed assets - (11,997,904 )
Purchase of tangible fixed assets (809,056 ) (20,074,344 )
Sale of tangible fixed assets - 40
Interest received 351 -
Net cash from investing activities (808,705 ) (32,072,208 )

Cash flows from financing activities
Bank loans - 11,791,661
Funding from group companies 126,720 8,406,324
Bank loan repayments (500,004 ) -
Finance leases (44,348 ) 9,870,644
Share issue - 1
Net cash from financing activities (417,632 ) 30,068,630

Increase in cash and cash equivalents 155,403 455,684
Cash and cash equivalents at beginning of
year

2

455,684

-

Cash and cash equivalents at end of year 2 611,087 455,684

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Loss before taxation (450,404 ) (1,760,842 )
Depreciation charges 1,725,385 2,280,245
Profit on disposal of fixed assets - (40 )
Finance costs 1,499,793 1,393,737
Finance income (351 ) -
2,774,423 1,913,100
Decrease/(increase) in trade and other debtors 594,171 (1,387,322 )
(Decrease)/increase in trade and other creditors (487,061 ) 3,327,221
Cash generated from operations 2,881,533 3,852,999

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 611,087 455,684
Period ended 31 March 2023
31.3.23 10.11.21
£    £   
Cash and cash equivalents 455,684 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.23 Cash flow At 31.3.24
£    £    £   
Net cash
Cash at bank and in hand 455,684 155,403 611,087
455,684 155,403 611,087
Debt
Finance leases (9,870,644 ) 44,348 (9,826,296 )
Debts falling due within 1 year (500,004 ) - (500,004 )
Debts falling due after 1 year (11,291,657 ) 500,003 (10,791,654 )
(21,662,305 ) 544,351 (21,117,954 )
Total (21,206,621 ) 699,754 (20,506,867 )

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1. STATUTORY INFORMATION

Aurem Care (Bidco) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 ('FRS 102'), the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the Companies Act 2006.

The financial statements are prepared in Pounds Sterling ('£'), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Going concern
The company wholly-owning the group, Aurem Care Group Limited, has undertaken to provide the group with any financial support it might need to meet its liabilities as they fall due in the period of at least the twelve months following the approval of these financial statements. Consequently, these financial statements are prepared on the going concern basis.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued

Basis of consolidation
The consolidated financial statements present the results of the company and its 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 Statement of Financial Position, 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 Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Significant judgements and estimates
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. These estimates and judgements are made in the light of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual results may differ from those anticipated.

In the preparation of these financial statements, the group's critical accounting judgements and estimates are in respect of impairment of assets, depreciation and the provision for doubtful debts. Details of these judgements and estimates are described in the relevant accounting policy, the notes to the financial statements and below:

- Impairment of fixed assets: factors taken into consideration include the economic viability and expected future financial performance of the asset and, where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

- Depreciation of tangible fixed assets: these are depreciated over their useful lives, taking into account residual values. The useful lives and residual values are assessed annually and depend on a number of factors. As regards useful lives, considerations include technological innovation and maintenance programmes, while residual value assessments review matters such as future market conditions, the remaining life of the asset and projected disposal values.

- Doubtful debts: a provision is made when the directors consider that collection of the full amount due is no longer probable. Their assessment is based on the age of the debt, the likely success of any action taken to recover it and the costs of such action.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets 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.

Depreciation is charged so as to write off the cost of assets, less their residual values, over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Buildings - 2%
Motor vehicles - 25%
Plant and machinery etc - 15%

Land and buildings are treated as separate assets and accounted for separately even though they have been acquired together. Land is considered to have an unlimited useful life and therefore is not depreciated. Buildings are depreciated in line with the group's depreciation policy.

The assets' residual values, useful lives and depreciation methods are reviewed annually, and adjusted prospectively, if appropriate.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Profit and Loss Account.

Turnover
The group operates six care homes for up to 287 older residents who require residential, nursing care or who are living with dementia. Turnover represents fees in respect of these residents and is recognised for each period of occupancy within the accounting period.

Goodwill
Goodwill represents the difference between the cost of a business combination and the acquirer's interest in the fair value of the group's share of the 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 and charged to the Consolidated Profit and Loss Account over its useful economic life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortization and any accumulated impairment losses.

Website development costs are being amortised evenly over their estimated useful life of 20 years.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued

Impairment of fixed assets
At the end of each reporting period, the directors review the carrying amounts of the company's tangible assets to determine whether there is any indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. Where it is not possible to estimate the recoverable amount of an individual asset, the directors estimate the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount and an impairment loss is recognised immediately in the Consolidated Profit and Loss Account.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the lower of:
a. the revised estimate of its recoverable amount; and
b. the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.

A reversal of an impairment loss is recognised immediately in the Consolidated Profit and Loss Account.

Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments
The entity has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the entity's balance sheet when the entity becomes party to the contractual provisions of the instrument.

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.

Basic financial assets are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Equity
Equity comprises the following:
- share capital, which represents the nominal value of equity shares; and
- profit and loss reserves, which represent retained profits.


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

2. ACCOUNTING POLICIES - continued
An equity share is a contract that evidences a residual interest in the assets of the company after deducting all its liabilities. Equity shares issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity shares are recognised as liabilities once they are no longer at the discretion of the company.

Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, 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 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 reporting date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year-end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible into known amounts of cash with an insignificant risk of change in value.

Finance costs
Finance costs are charged to the Consolidated Profit and Loss Account 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.

Operating leases
Rentals paid under operating leases are charged to the Consolidated Profit and Loss Account on a straight line basis over the lease term.

Hire purchase and leasing commitments
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 Profit and Loss Account so as to produce a constant rate of charge on the net obligation outstanding in each period.

Group pension plan
Contributions to the group's defined pension plans are charged to the Consolidated Profit and Loss Account in the year in which they become payable.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

3. EMPLOYEES AND DIRECTORS

PERIOD
10.11.21

YEAR
ENDED


TO
31.3.24 31.3.23
£ £
Wages and salaries 9,875,417 11,969,600
Social security costs 746,211 895,514
Other pension costs 155,326 174,872
10,776,954 13,039,986
The average number of employees during the period was as follows:

Management 17 13
Nursing and care 300 307
Ancillary 81 87
Administration 17 18
415 425

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Directors' remuneration - -

4. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Other operating leases (12,239 ) 4,503
Depreciation - owned assets 360,692 887,567
Depreciation - assets on finance leases 165,212 243,254
Profit on disposal of fixed assets - (40 )
Goodwill amortisation 1,198,889 1,148,716
Website development costs amortisation 591 708
Auditors' remuneration 19,200 27,600
Auditors' remuneration for non audit work 31,200 27,600
Taxation compliance services - (600 )
Other non- audit services - 600

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

5. INTEREST PAYABLE AND SIMILAR EXPENSES
PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Bank loan interest 1,153,861 977,238
PAYE late payment interest 762 615
Leasing 345,170 415,884
1,499,793 1,393,737

6. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Deferred tax 318,378 -
Tax on loss 318,378 -

UK corporation tax has been charged at 25 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

PERIOD
10.11.21
YEAR ENDED TO
31.3.24 31.3.23
£    £   
Loss before tax (450,404 ) (1,760,842 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

(112,601

)

(334,560

)

Effects of:
Expenses not deductible for tax purposes 4,375 3,054
Capital allowances in excess of depreciation (36,881 ) -
Depreciation in excess of capital allowances - 100,009
Tax liability on pre acquisition profits - 6,575
Disallowed charge for goodwill on consolidation 299,722 218,256
Utilisation of management expenses - (6,984 )
Utilisation of group losses brought forward (21,669 ) (32,593 )
Unused losses carried forward 395,979 46,243
Utilisation of group losses (528,925 ) -
Deferred tax movement 318,378 -
Total tax charge 318,378 -

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

6. TAXATION - continued

The rate of corporation tax changed in the UK on 1 April 2023 from 19% to 25%.

7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


8. INTANGIBLE FIXED ASSETS

Group
Website
development
Goodwill costs Totals
£    £    £   
COST
At 1 April 2023
and 31 March 2024 11,988,893 9,011 11,997,904
AMORTISATION
At 1 April 2023 1,148,716 708 1,149,424
Amortisation for year 1,198,889 591 1,199,480
At 31 March 2024 2,347,605 1,299 2,348,904
NET BOOK VALUE
At 31 March 2024 9,641,288 7,712 9,649,000
At 31 March 2023 10,840,177 8,303 10,848,480

9. TANGIBLE FIXED ASSETS

Group
Fixtures
Long Plant and and
leasehold machinery fittings Totals
£    £    £    £   
COST
At 1 April 2023 18,251,134 540,622 1,282,588 20,074,344
Additions 350,887 121,222 336,947 809,056
At 31 March 2024 18,602,021 661,844 1,619,535 20,883,400
DEPRECIATION
At 1 April 2023 235,328 124,000 771,493 1,130,821
Charge for year 159,120 118,159 248,625 525,904
At 31 March 2024 394,448 242,159 1,020,118 1,656,725
NET BOOK VALUE
At 31 March 2024 18,207,573 419,685 599,417 19,226,675
At 31 March 2023 18,015,806 416,622 511,095 18,943,523

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

9. TANGIBLE FIXED ASSETS - continued

Group

At 20 January 2022, when the Company' acquired Aurem Care (Acqco) Limited, the directors considered the fair value of the group's fixed assets to be materially similar to their carrying value.

Fixed assets, included in the above, which are held under finance leases are as follows:
Long Plant and
leasehold machinery Totals
£    £    £   
COST
At 1 April 2023 18,251,134 31,517 18,282,651
Additions 350,887 - 350,887
At 31 March 2024 18,602,021 31,517 18,633,538
DEPRECIATION
At 1 April 2023 235,328 7,926 243,254
Charge for year 159,120 6,092 165,212
At 31 March 2024 394,448 14,018 408,466
NET BOOK VALUE
At 31 March 2024 18,207,573 17,499 18,225,072
At 31 March 2023 18,015,806 23,591 18,039,397

10. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 April 2023
and 31 March 2024 21,445,646
NET BOOK VALUE
At 31 March 2024 21,445,646
At 31 March 2023 21,445,646

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Aurem Care (Acqco) Limited
Registered office: 167-169 Great Portland Street, London, W1W 5PF
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

10. FIXED ASSET INVESTMENTS - continued


The following are wholly-owned subsidiary undertakings of Aurem Care (Acqco) Limited:

Name Class of Shares Principal Activity

Aurem Care (Westbank) Limited Ordinary Care home operator
Aurem Care (Buxton Lodge) Limited Ordinary Care home operator
Aurem Care (The Oaks) Limited Ordinary Care home operator
Aurem Care (Kenwood) Limited Ordinary Care home operator
Aurem Care (Aaron House) Limited Ordinary Care home operator
Aurem Care (South Haven Lodge) Limited Ordinary Care home operator

New Century Care Limited

Ordinary
Administrative service
company

New Century Finance & Leasing Limited

Ordinary
Administrative service
company

The above companies have their registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

The following wholly-owned subsidiary undertakings of Aurem Care (Acqco) Limited this year are entitled to an exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the year ended 31 March 2024:

Name

Aurem Care (Kenwood) Limited
Aurem Care (South Haven Lodge) Limited
New Century Care Limited
New Century Finance & Leasing Limited

11. DEBTORS

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year:
Trade debtors 637,060 777,978 - -
Other debtors 1 23,697 - 23,209
Prepayments and accrued income 156,089 585,647 - -
793,150 1,387,322 - 23,209

Amounts falling due after more than one year:
Amounts owed by group undertakings 4,222,646 651,350 471,752 306,152

Aggregate amounts 5,015,796 2,038,672 471,752 329,361

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 14) 500,004 500,004 500,004 500,004
Finance leases (see note 15) 6,224 10,558 - -
Trade creditors 421,174 704,833 84,000 -
Social security and other taxes 524,031 173,651 - -
Other creditors 370,494 960,085 48,767 259,025
Accruals and deferred income 1,164,988 1,129,178 187,200 120,000
2,986,915 3,478,309 819,971 879,029

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 14) 10,791,654 11,291,657 10,791,654 11,291,657
Finance leases (see note 15) 9,820,072 9,860,086 - -
Amounts owed to group undertakings 12,755,687 9,057,673 12,537,478 10,586,358
33,367,413 30,209,416 23,329,132 21,878,015

14. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 500,004 500,004 500,004 500,004
Amounts falling due between one and two years:
Bank loans 500,004 500,004 500,004 500,004
Amounts falling due between two and five years:
Bank loans 1,500,012 1,500,012 1,500,012 1,500,012
Amounts falling due in more than five years:
Repayable by instalments
Bank loans 8,791,638 9,291,641 8,791,638 9,291,641

The bank loan is repayable by May 2034 and interest is charged at 6% over the SONIA (previously LIBOR).

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

15. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Finance leases
2024 2023
£    £   
Gross obligations repayable:
Within one year 350,952 355,494
Between one and five years 1,671,231 1,671,381
In more than five years 48,587,022 48,936,963
50,609,205 50,963,838

Finance charges repayable:
Within one year 344,728 344,936
Between one and five years 1,658,219 1,658,550
In more than five years 38,779,962 39,089,708
40,782,909 41,093,194

Net obligations repayable:
Within one year 6,224 10,558
Between one and five years 13,012 12,831
In more than five years 9,807,060 9,847,255
9,826,296 9,870,644

In 2019, six subsidiaries each entered into a sale and leaseback arrangement in respect of property recognised in these accounts. As a result, finance leases over 150 years commenced on 24 May 2019. The terms of the leases include an option to repurchase the properties for £1 each at the end of the leases.

16. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans 11,291,658 11,791,661
Finance leases 9,826,296 9,870,644
21,117,954 21,662,305

The bank loan is secured by way of a fixed and floating charge over the assets of the group.

The finance leases are secured on the assets to which they relate.

AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

17. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 677,853 359,475

Group
Deferred
tax
£   
Balance at 1 April 2023 359,475
Excess of capital allowances
over depreciation 318,378
Balance at 31 March 2024 677,853

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1 Ordinary £1 1 1

19. RESERVES

Group
Retained
earnings
£   

At 1 April 2023 (1,760,842 )
Deficit for the year (768,782 )
At 31 March 2024 (2,529,624 )

Company
Retained
earnings
£   

At 1 April 2023 (982,038 )
Deficit for the year (1,249,668 )
At 31 March 2024 (2,231,706 )


AUREM CARE (BIDCO) LIMITED (REGISTERED NUMBER: 13734254)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024

20. PENSION COMMITMENTS

The group contributes to pension schemes for the benefit of its employees. These schemes operate on the money purchase principle, which ensures that their liabilities cannot exceed their assets. The assets of the schemes are held in independent funds. The pension charge represents contributions payable for the year by the group and amounts to £155,326 (2023: £174,872). Pension contributions of £32,080 (2023: £84,238) were owed at the balance sheet date.

21. PARENT COMPANIES

The immediate parent of Aurem Care (Bidco) Limited is Aurem Care (Midco) Limited and the ultimate controlling party is Gresham House plc; both parent companies have their registered offices at 5th Floor, 167-169 Great Portland Street, London W1W 5PF.

The consolidated financial statements of both Gresham House plc and Aurem Care (Bidco) Limited are available from Companies House, Crown Way, Cardiff CF14 3UZ.

22. RELATED PARTY DISCLOSURES

During the period, the Company:
- borrowed £9,012,074 (2023: £9,014,473) from its immediate parent; and
- lent £262,952 (2023: £262,952) to the immediate parent of its immediate parent.
- lent £127,200 to the other subsidiaries of the immediate parent of the Company's immediate parent.

In addition, the subsidiaries of the Company's subsidiary lent £1,541,883 (2023: £335,764) to the immediate parent of the immediate parent of the Company, £1,279,850 was borrowed from the immediate parent of the Company. £173,157 was borrowed from other subsidiaries of the immediate parent of the Company's immediate parent.

At the balance sheet date, all of the above loans were outstanding. No terms have been set as to payment of interest or repayment of capital, save that all of these loans are due for repayment more than twelve months from the balance sheet date.