Caseware UK (AP4) 2024.0.164 2024.0.164 2024-03-312024-03-31Management of real estate on a fee or contract basistruefalse2023-04-01false1615false 09521668 2023-04-01 2024-03-31 09521668 2022-04-01 2023-03-31 09521668 2024-03-31 09521668 2023-03-31 09521668 2022-04-01 09521668 c:PriorPeriodIncreaseDecrease 2023-04-01 2024-03-31 09521668 c:PriorPeriodIncreaseDecrease 2022-04-01 2023-03-31 09521668 1 2023-04-01 2024-03-31 09521668 1 2022-04-01 2023-03-31 09521668 6 2023-04-01 2024-03-31 09521668 6 2022-04-01 2023-03-31 09521668 1 2023-04-01 2024-03-31 09521668 e:Director1 2023-04-01 2024-03-31 09521668 e:Director2 2023-04-01 2024-03-31 09521668 e:RegisteredOffice 2023-04-01 2024-03-31 09521668 c:MotorVehicles 2023-04-01 2024-03-31 09521668 c:MotorVehicles 2024-03-31 09521668 c:MotorVehicles 2023-03-31 09521668 c:MotorVehicles c:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09521668 c:MotorVehicles c:LeasedAssetsHeldAsLessee 2023-04-01 2024-03-31 09521668 c:FurnitureFittings 2023-04-01 2024-03-31 09521668 c:FurnitureFittings 2024-03-31 09521668 c:FurnitureFittings 2023-03-31 09521668 c:FurnitureFittings c:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09521668 c:FurnitureFittings c:LeasedAssetsHeldAsLessee 2023-04-01 2024-03-31 09521668 c:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 09521668 c:LeasedAssetsHeldAsLessee 2023-04-01 2024-03-31 09521668 c:FreeholdInvestmentProperty 2023-04-01 2024-03-31 09521668 c:FreeholdInvestmentProperty 2024-03-31 09521668 c:FreeholdInvestmentProperty 2023-03-31 09521668 c:FreeholdInvestmentProperty 2 2023-04-01 2024-03-31 09521668 c:CurrentFinancialInstruments 2024-03-31 09521668 c:CurrentFinancialInstruments 2023-03-31 09521668 c:Non-currentFinancialInstruments 2024-03-31 09521668 c:Non-currentFinancialInstruments 2023-03-31 09521668 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 09521668 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-31 09521668 c:Non-currentFinancialInstruments c:AfterOneYear 2024-03-31 09521668 c:Non-currentFinancialInstruments c:AfterOneYear 2023-03-31 09521668 c:ReportableOperatingSegment1 2023-04-01 2024-03-31 09521668 c:ReportableOperatingSegment1 2022-04-01 2023-03-31 09521668 c:UKTax 2023-04-01 2024-03-31 09521668 c:UKTax 2022-04-01 2023-03-31 09521668 c:ShareCapital 2024-03-31 09521668 c:ShareCapital 2023-03-31 09521668 c:ShareCapital 2022-04-01 09521668 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 09521668 c:RetainedEarningsAccumulatedLosses 2024-03-31 09521668 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2023-04-01 2024-03-31 09521668 c:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 09521668 c:RetainedEarningsAccumulatedLosses 2023-03-31 09521668 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2022-04-01 2023-03-31 09521668 c:RetainedEarningsAccumulatedLosses 2022-04-01 09521668 c:AcceleratedTaxDepreciationDeferredTax 2024-03-31 09521668 c:AcceleratedTaxDepreciationDeferredTax 2023-03-31 09521668 c:OtherDeferredTax 2024-03-31 09521668 c:OtherDeferredTax 2023-03-31 09521668 e:OrdinaryShareClass1 2023-04-01 2024-03-31 09521668 e:OrdinaryShareClass1 2024-03-31 09521668 e:OrdinaryShareClass1 2023-03-31 09521668 e:FRS102 2023-04-01 2024-03-31 09521668 e:Audited 2023-04-01 2024-03-31 09521668 e:FullAccounts 2023-04-01 2024-03-31 09521668 e:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 09521668 c:Subsidiary1 2023-04-01 2024-03-31 09521668 c:Subsidiary1 1 2023-04-01 2024-03-31 09521668 c:Subsidiary2 2023-04-01 2024-03-31 09521668 c:Subsidiary2 1 2023-04-01 2024-03-31 09521668 c:Subsidiary3 2023-04-01 2024-03-31 09521668 c:Subsidiary3 1 2023-04-01 2024-03-31 09521668 c:Subsidiary4 2023-04-01 2024-03-31 09521668 c:Subsidiary4 1 2023-04-01 2024-03-31 09521668 c:Subsidiary5 2023-04-01 2024-03-31 09521668 c:Subsidiary5 1 2023-04-01 2024-03-31 09521668 6 2023-04-01 2024-03-31 09521668 7 2023-04-01 2024-03-31 09521668 c:MotorVehicles c:LeasedAssetsHeldAsLessee 2024-03-31 09521668 c:MotorVehicles c:LeasedAssetsHeldAsLessee 2023-03-31 09521668 c:LeasedAssetsHeldAsLessee 2024-03-31 09521668 c:LeasedAssetsHeldAsLessee 2023-03-31 09521668 f:PoundSterling 2023-04-01 2024-03-31 09521668 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2023-04-01 2024-03-31 09521668 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2022-04-01 2023-03-31 09521668 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2023-03-31 09521668 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2022-04-01 09521668 c:PreviouslyStatedAmount 2023-03-31 09521668 c:PreviouslyStatedAmount 2022-04-01 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 09521668










ROTHERWOOD HEALTHCARE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
COMPANY INFORMATION


Directors
R Claridge 
J Fennell 




Registered number
09521668



Registered office
11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ




Independent auditor
MHA

Statutory Auditors

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
ROTHERWOOD HEALTHCARE LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1
Directors' Report
 
 
2 - 4
Independent Auditor's Report
 
 
5 - 7
Statement of Comprehensive Income
 
 
8
Balance Sheet
 
 
9 - 10
Statement of Changes in Equity
 
 
11
Notes to the Financial Statements
 
 
12 - 31


 
ROTHERWOOD HEALTHCARE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The principal activity of the Company during the year continued to be that of a property management company.

Business review
 
The Company has delivered a satisfactory result for the current period. The Company continues its capital investment programme to ensure it can maintain value for service users. 

Principal risks and uncertainties
 
The management of the business and the execution of the Company'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 Company are set out below: 
Credit Risk 
New credit service users are only accepted after they have been approved by the credit controller. The Company undertakes perpetual review processes to make sure debts are collected in a timely manner. 
Liquidity Risk 
The Company is currently financed with short-term finance. The parent company has appropriate long-term finance to provide the support required necessary to match the needs of the business.

Financial key performance indicators
 
Key performance indicators used by the Company are as follows:
- Turnover;
- Gross profit margin; and 
- Profit on ordinary activities before taxation.
During the year turnover has increased by £213,990 (95%) to £439,552 compared to £225,562 in 2023.
During the year gross loss has decreased by £86,552 (15%) to (£477,998) compared to (£567,550) in 2023.
During the year profit before tax increased by £6,298,492 (405%) to £7,851,928 compared to £1,553,436 in 2023. 
Within the 2024 profit before tax is an amount of £3,917,151 (2023: £Nil) as a result of an investment property revaluation. 


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



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

Date: 16 July 2025

Page 1

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

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

Results and dividends

The profit for the year, after taxation, amounted to £6,748,231 (2023 - £1,552,153).

Dividends amounting to £3,500,000 (2023 - £1,200,000) were paid in the year.

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.

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

Post balance sheet events

In October 2024, the Group completed a refinancing with Triodos Bank, securing long-term committed facilities of £13,000,000 to support its operational and strategic objectives plus an additional £2,000,000 for future development funding, which remains undrawn. 
Post year-end, the HSBC UK Bank PLC and Barclays Bank PLC fixed charge and floating charge over all property and undertakings of the Company was satisfied. Following this, Triodos Bank UK Limited registered a fixed and floating charge over all property and undertakings of the Group and certain subsidiaries under an intergroup cross guarantee arrangement. 
In November 2024, the Group was also restructured. Ownership of Rotherwood Group Limited was transferred to Claridge Holdco Limited and Fennell Holdco Limited by way of share for share exchange. 
Also in November 2024, Rotherwood Healthcare Limited transferred its ownership of Rotherwood Healthcare (Hampton Grange) Limited and certain properties to Rotherwood Healthcare 2 Limited. The company and properties were transferred for the value of the £9,646,940 to Rotherwood Group Limited, in part by Dividend in specie, and the balance via intercompany loan, following which, the company and properties were transferred to Rotherwood Healthcare 2 Limited by Rotherwood Group Limited by the issue of shares. 
In July 2025, the Rotherwood Healthcare 2 Group completed a refinancing with Punjab National Bank, securing an additional long-term committed facilities of £5,500,000 to support the Parent Group's operational and strategic objectives, secured by a fixed and floating charge over the assets of that sub-group.
 

Page 2

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

Going concern

The financial statements show net assets of £13,298,596, net current liabilities of £16,316,773 and profit of £6,748,231.
During the year, the Parent Group, of which the Company is a subsidiary ("Parent Group"), identified an error in the treatment of VAT within Rotherwood Training and Development Limited following the implementation of Welfare Contract Restructuring, resulting in the submission of a voluntary disclosure and error correction to HMRC. Rotherwood Training and Development Limited is a 100% subsidiary of Rotherwood Group Limited and a member of the VAT group to which the Company belongs. The VAT liability is recoverable against all companies within the VAT group on a joint and several basis. Within the Parent Group’s financial statements are obligations of £4,616,498 relating to VAT due within one year.
Post year end, the Company has been cash generative and profitable, with strong underlying trading performance. The only factor affecting the assessment of going concern of the Company is the joint and several nature of the legacy VAT liability and other tax liabilities. 
The Parent Group maintained sufficient cash flows during 2023 and 2024 to meet its liabilities. While cash outflows over the next 12 months are expected to reflect the settlement of VAT and other tax liabilities, as well as associated interest and potential penalties, the Parent Group has already taken significant steps to strengthen its financial position and liquidity.
To further strengthen its Balance Sheet, the Parent Group, via a separate sub-group, secured a £5,500,000 loan facility, supported by unencumbered real estate assets. Simultaneously, it is progressing the sale of two non-core landholdings, anticipated to generate around £1,400,000 to reinvest in priority projects and provide additional financial resilience.
The Directors of the Parent Group have prepared detailed monthly cash flow forecasts through to 31 March 2028. These forecasts include sensitivity analysis under various downside and upside scenarios, considering both operational risks and growth opportunities. Across the most reasonably foreseeable scenarios, the forecasts demonstrate adequate headroom, assuming the ability to match the timing of cash flows through the successful completion of either the additional bank funding or the agreement of a suitable repayment plan with HMRC. A letter of support has been provided which confirms the Group’s commitment to each entity within the Group to provide such support as is required to enable each entity to continue as a going concern for a period of 12 months from the date of approval of the financial statements for the year ended 31 March 2024. This support will be provided if such a need arises. The letter also confirms that intercompany balances across the Group will not be recalled until each respective entity is in a financial position to make such repayments without jeopardising its own operational or financial stability and ability to continue to trade.
On the basis of these forecasts, the Group letter of support and the steps already underway to strengthen liquidity, the directors have a reasonable expectation that the VAT liability will be settled by other companies within the group and that the company will have sufficient resources to continue and meet its liabilities as they fall due, and for a period of at least 12 months from the date of approval of these financial statements.
Accordingly, the financial statements have been prepared on a going concern basis. 

Page 3

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

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





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

Date: 16 July 2025

11 Merus Court
Meridian Business Park
Leicester
LE19 1RJ

Page 4

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROTHERWOOD HEALTHCARE LIMITED
 

Opinion


We have audited the financial statements of Rotherwood Healthcare Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 31 March 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 5

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROTHERWOOD HEALTHCARE LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROTHERWOOD HEALTHCARE LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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; and
discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Shelley Harvey FCCA (Senior Statutory Auditor)
  
for and on behalf of MHA, Statutory Auditors

 
United Kingdom
  

Date:16 July 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
Page 7

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
 £
£

  

Turnover
 4 
439,552
225,562

Cost of sales
  
(917,550)
(793,112)

Gross loss
  
(477,998)
(567,550)

Administrative expenses
  
(545,663)
(565,207)

Other operating income
 5 
1,467,703
1,488,268

Fair value movements
 15 
3,917,151
-

Operating profit
 6 
4,361,193
355,511

Income from shares in group undertakings
  
3,500,000
1,200,000

Interest payable and similar expenses
 10 
(9,265)
(2,075)

Profit before tax
  
7,851,928
1,553,436

Tax on profit
 11 
(1,103,697)
(1,283)

Profit for the financial year
  
6,748,231
1,552,153

There were no recognised gains and losses for 2024 or 2023 other than those included in the Statement of Comprehensive Income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 31 form part of these financial statements.

Page 8

 
ROTHERWOOD HEALTHCARE LIMITED
REGISTERED NUMBER: 09521668

BALANCE SHEET
AS AT 31 MARCH 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
607,398
649,978

Investments
 14 
1,160,160
1,160,160

Investment property
 15 
31,572,767
26,980,471

  
33,340,325
28,790,609

Current assets
  

Stocks
 16 
-
37,679

Debtors: amounts falling due within one year
 17 
8,618,505
3,987,357

Cash at bank and in hand
 18 
1,100
75

  
8,619,605
4,025,111

Creditors: amounts falling due within one year
 19 
(24,936,378)
(20,089,039)

Net current liabilities
  
 
 
(16,316,773)
 
 
(16,063,928)

Total assets less current liabilities
  
17,023,552
12,726,681

Creditors: amounts falling due after more than one year
 20 
(81,471)
(43,595)

Provisions for liabilities
  

Deferred tax
 21 
(3,643,485)
(2,632,721)

  
 
 
(3,643,485)
 
 
(2,632,721)

Net assets
  
13,298,596
10,050,365


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
  
13,298,496
10,050,265

  
13,298,596
10,050,365


Page 9

 
ROTHERWOOD HEALTHCARE LIMITED
REGISTERED NUMBER: 09521668
    
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024

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




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

Date: 16 July 2025

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
ROTHERWOOD HEALTHCARE LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2022
100
12,262,199
12,262,299

Prior year adjustment - note 23
-
(2,564,087)
(2,564,087)


At 1 April 2022 (as restated)
100
9,698,112
9,698,212


Comprehensive income for the year

Profit for the year
-
1,552,153
1,552,153

Dividends: Equity capital
-
(1,200,000)
(1,200,000)



At 1 April 2023
100
12,614,352
12,614,452

Prior year adjustment - note 23
-
(2,564,087)
(2,564,087)


At 1 April 2023 (as restated)
100
10,050,265
10,050,365


Comprehensive income for the year

Profit for the year
-
6,748,231
6,748,231

Dividends: Equity capital
-
(3,500,000)
(3,500,000)


At 31 March 2024
100
13,298,496
13,298,596


The notes on pages 12 to 31 form part of these financial statements.

Profit and Loss account reserve
Profit and loss account reserve includes amounts for both cumulative realised gains and losses less dividends and other distributions to shareholders as well as cumulative unrealised gains in respect of investment property revaluations, net of deferred tax, which are not distributable. 

Page 11

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Rotherwood Healthcare Limited is a private company, limited by shares, domiciled in England and Wales, registration number 09521668. The registered office is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
The principal activity of the Company during the year continued to be that of a property management company. 

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.

The Company's functional and presentational currency is British Pound Sterling (£).

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Rotherwood Group Limited, registration number 09519658, as at 31 March 2024 and these financial statements may be obtained from 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.

Page 12

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements show net assets of £13,298,596, net current liabilities of £16,316,773 and profit of £6,748,231.
During the year, the Parent Group, of which the Company is a subsidiary ("Parent Group"), identified an error in the treatment of VAT within Rotherwood Training and Development Limited following the implementation of Welfare Contract Restructuring, resulting in the submission of a voluntary disclosure and error correction to HMRC. Rotherwood Training and Development Limited is a 100% subsidiary of Rotherwood Group Limited and a member of the VAT group to which the Company belongs. The VAT liability is recoverable against all companies within the VAT group on a joint and several basis. Within the Parent Group’s financial statements are obligations of £4,616,498 relating to VAT due within one year.
Post year end, the Company has been cash generative and profitable, with strong underlying trading performance. The only factor affecting the assessment of going concern of the Company is the joint and several nature of the legacy VAT liability and other tax liabilities. 
The Parent Group maintained sufficient cash flows during 2023 and 2024 to meet its liabilities. While cash outflows over the next 12 months are expected to reflect the settlement of VAT and other tax liabilities, as well as associated interest and potential penalties, the Parent Group has already taken significant steps to strengthen its financial position and liquidity.
To further strengthen its Balance Sheet, the Parent Group secured, via a separate sub-group, a £5,500,000 loan facility, supported by unencumbered real estate assets. Simultaneously, it is progressing the sale of two non-core landholdings, anticipated to generate around £1,400,000 to reinvest in priority projects and provide additional financial resilience.
The Directors of the Parent Group have prepared detailed monthly cash flow forecasts through to 31 March 2028. These forecasts include sensitivity analysis under various downside and upside scenarios, considering both operational risks and growth opportunities. Across the most reasonably foreseeable scenarios, the forecasts demonstrate adequate headroom, assuming the ability to match the timing of cash flows through the successful completion of either the additional bank funding or the agreement of a suitable repayment plan with HMRC.  A letter of support has been provided which confirms the Group’s commitment to each entity within the Group to provide such support as is required to enable each entity to continue as a going concern for a period of 12 months from the date of approval of the financial statements for the year ended 31 March 2024. This support will be provided if such a need arises. The letter also confirms that intercompany balances across the Group will not be recalled until each respective entity is in a financial position to make such repayments without jeopardising its own operational or financial stability and ability to continue to trade.
On the basis of these forecasts, the Group letter of support and the steps already underway to strengthen liquidity, the directors have a reasonable expectation that the VAT liability will be settled by other companies within the group and that the company will have sufficient resources to continue and meet its liabilities as they fall due, and for a period of at least 12 months from the date of approval of these financial statements.
Accordingly, the financial statements have been prepared on a going concern basis. 

Page 13

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.

Rental income 
Rental income is recognised on an accrual basis, matching income to the period in which it relates and it is probable that the company will receive the rental due. 
 
 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the 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 Company 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 Company. 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 Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each year.
 
 
2.7

Finance costs

Finance costs are charged to the 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.

Page 14

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in 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 Company in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the 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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

Page 15

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.10

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 Company 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 Company 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 Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the 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.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
straight line
Fixtures and fittings
-
20%
reducing balance

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 Statement of Comprehensive Income.

 
2.11

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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. Work in progress and finished goods include labour and attributable overheads.

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 Statement of Comprehensive Income.

Page 16

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

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.

 
2.15

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.

 
2.16

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.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.18

Financial instruments

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

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 

Page 17

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
 

Page 18

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.19

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 19

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgments 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 Company 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) Useful economic lives of tangible assets 
 
The annual depreciation charge for tangible assets is 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. 
 
ii) Impairment of assets 
 
The Company makes an estimate of the recoverable value of assets. When assessing impairment of assets, management considers factors including the current credit rating of the debtor, the ageing profile of the debtors and historical experience, and in the case of intercompany debtors, the trading performance and cash generation expectations of the subsidiary to enable it to clear the debt. 


4.


Turnover

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


2024
2023
£
£

Rental income
439,552
225,562

439,552
225,562


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Net rents receivable
27,703
48,268

Fees receivable
1,440,000
1,440,000

1,467,703
1,488,268


Page 20

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Operating profit

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

2024
2023
£
£

Depreciation - assets owned by the Company
151,741
200,539

Depreciation - assets held under hire purchase agreements
36,247
14,690

Loss on sale of tangible assets
11,632
4,872

Profit on the disposal of investments
-
(2,999)


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
877,523
752,103

Cost of defined contribution scheme
13,580
11,791

891,103
763,894


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


        2024
        2023
            No.
            No.







Administrative
16
15


8.


Directors' remuneration



During the year, no director received any emoluments.


9.


Income from group undertakings

2024
2023
£
£

Dividend received
3,500,000
1,200,000

3,500,000
1,200,000






Page 21

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Finance leases and hire purchase contracts
9,265
2,075

9,265
2,075


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
92,933
98,945

Adjustments in respect of previous periods
-
(60,895)


Total current tax
92,933
38,050

Deferred tax


Origination and reversal of timing differences
1,010,764
(36,767)

Total deferred tax
1,010,764
(36,767)


Taxation on profit on ordinary activities
1,103,697
1,283
Page 22

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
7,851,928
1,553,436


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
1,962,982
295,153

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,327
-

Capital allowances for year in excess of depreciation
(19,997)
(4,975)

Adjustments to tax charge in respect of prior periods
31,477
(60,895)

Dividends from UK companies
(875,000)
(228,000)

Other differences leading to an increase in the tax charge
2,908
-

Total tax charge for the year
1,103,697
1,283


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 has also to be introduced for profits of £50,000 or less, charging Corporation Tax at 19%. Profits between £50,000 and £250,000 would be taxed at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. Deferred Tax has been calculated at 25%.


12.


Dividends

2024
2023
£
£


Ordinary shares
3,500,000
1,200,000

3,500,000
1,200,000

Page 23

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Tangible fixed assets





Motor vehicles
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 April 2023
231,290
825,791
1,057,081


Additions
157,973
4,376
162,349


Disposals
(43,794)
-
(43,794)



At 31 March 2024

345,469
830,167
1,175,636



Depreciation


At 1 April 2023
103,523
303,580
407,103


Charge for the year on owned assets
14,065
131,503
145,568


Charge for the year on financed assets
42,420
-
42,420


Disposals
(26,853)
-
(26,853)



At 31 March 2024

133,155
435,083
568,238



Net book value



At 31 March 2024
212,314
395,084
607,398



At 31 March 2023
127,767
522,211
649,978

Page 24

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

           13.Tangible fixed assets (continued)

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


2024
2023
£
£



Motor vehicles
154,934
100,581

154,934
100,581


14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
1,160,160



At 31 March 2024
1,160,160





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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


Page 25

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Investment property


Freehold investment property

£



Valuation


At 1 April 2023
26,980,471


Additions at cost
675,145


Surplus on revaluation
3,917,151



At 31 March 2024
31,572,767

Freehold investment properties were revalued on 13th June 2024. The valuation was completed by Cushman & Wakefield.

The directors have confirmed that there are no other changes in the valuation as at 31 March 2024.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
17,084,548
16,406,441

17,084,548
16,406,441


16.


Stocks

2024
2023
£
£

Raw materials and consumables
-
37,679

-
37,679







 

Page 26

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Debtors

2024
2023
£
£


Amounts owed by Group undertakings
8,601,137
3,959,502

Other debtors
4,361
14,379

Prepayments and accrued income
13,007
13,476

8,618,505
3,987,357



18.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,100
75

1,100
75



19.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
70,873
92,701

Amounts owed to Group undertakings
23,985,156
19,440,087

Corporation tax
189,722
98,945

Obligations under finance lease and hire purchase contracts
62,489
22,588

Other creditors
628,138
434,718

24,936,378
20,089,039


Net obligations under hire purchase contracts of £62,489 (2023 - £22,588) are secured against the assets of the Company.

Page 27

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
81,471
43,595

81,471
43,595


Net obligations under hire purchase contracts of £81,471 (2023 - £43,595) are secured against the assets of the Company.


21.


Deferred taxation




2024


£






At beginning of year (as restated)
(2,632,721)


Charged to profit or loss
(1,010,764)



At end of year
(3,643,485)

The provision for deferred taxation is made up as follows:

As restated
2024
2023
£
£


Accelerated capital allowances
100,110
68,634

Investment property revaluations
3,543,375
2,564,087

3,643,485
2,632,721


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary A shares of £1.00 each
100
100


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

Page 28

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

23.


Prior year adjustment

During the year ended 31 March 2024, the company identified that deferred tax liabilities arising on the revaluation of investment properties had not been recognised in previous reporting periods. This represents a material prior period error in the application of accounting for deferred taxation under FRS 102. The comparative figures have been restated to reflect the correction of this error.
 
The impact of the adjustment is as follows:
Impact on the opening balance as at 1 April 2022 and closing balances at 31 March 2023:
Deferred tax liability increased by £2,564,087
Profit and loss account (retained earnings) decreased by £2,564,087
Cumulative impact on opening reserves as at 1 April 2023 equated to £2,564,087. Impact of comparative profit and loss account for the year ended 31 March 2023 : Nil.
These adjustments have been reflected in the restated comparative figures for the year ended 31 March 2023. The correction has no impact on the company's cash flows.


24.


Contingent liabilities

During the year, the Parent Group, of which the Company is a subsidiary ("Parent Group") identified an error in the treatment of VAT within Rotherwood Training and Development Limited, a fellow group company, following the implementation of Welfare Contract Restructuring, resulting in the submission of a voluntary disclosure and error correction to HMRC. The error related to the partial exemption methodology and resulted in an underpayment of VAT over a historical period. Rotherwood Healthcare Limited forms a VAT group with Rotherwood Training and Development Limited, and therefore, the VAT liability is recoverable against all companies within the VAT group on a joint and several basis. The total VAT obligations within the Group as at 31 March 2024 was £4,616,498. 
At the time of signing the financial statements, HMRC has yet to conclude its review of the disclosure and has not issued a determination in respect of any potential penalties that may be applied. As such, there remains a potential liability for additional amounts, the quantum and likelihood of which cannot be reliably estimated at this stage, which the Company may be jointly and severally liable to in addition to the principal amount detailed above.
A cross guarantee with HSBC UK Bank PLC was in place at 31 March 2024 under which Rotherwood Healthcare Limited is jointly liable for any bank liabilities incurred within Rotherwood Group and it's subsidiaries. The total liability outstanding as at 31 March 2024 is £12,712,061 (2023: £13,196,229). 
As disclosed in note 27, post year-end, the HSBC UK Bank PLC fixed charge and floating charge over all property and undertakings of the Company was satisfied. Following this, Triodos Bank UK Limited registered a fixed and floating charge over all property and undertakings of the Group and its subsidiaries under an intergroup cross guarantee arrangement. 
The Parent Group has, since the reporting date, via a separate sub-group, secured a £5,500,000 loan facility which, together with ongoing working capital and the anticipated sale of two non-core land holdings, is expected to cover the VAT liabilities already included in the Parent Group’s financial statements, and any penalties that may be incurred.

Page 29

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

25.Transactions with directors

At the year end the Company owed the directors £628,138 (2023 - £425,135) in the form of a director's loan account. The loan is interest free and has no fixed repayment terms.


26.


Related party transactions

During the year, the Company purchased services amounting to £208,800 (2023 - £208,800) from other related parties.
Amounts owed to other related parties at the year end totalled £503,348 (2023 - £495,405). Amounts owed from other related parties at the year end totalled £229,892 (2023 - £23,516). 
Amounts owed to other related parties, included within trade creditors at the year end totalled £34,000 (2023: £34,800). 
The wholly owned subsidiaries of the other members of the Group are exempt from the requirements of Financial Reporting Standard 102, section 33.1A to disclose transactions.
No other transactions with related parties were undertaken such as are required to be disclosed under Financial Report Standard 102, section 33.
All transactions are considered to be arms length.


27.


Post balance sheet events

In October 2024, the Group completed a refinancing with Triodos Bank, securing long-term committed facilities of £13,000,000 to support its operational and strategic objectives plus an additional £2,000,000 for future development funding, which remains undrawn. 
Post year-end, the HSBC UK Bank PLC and Barclays Bank PLC fixed charge and floating charge over all property and undertakings of the Company was satisfied. Following this, Triodos Bank UK Limited registered a fixed and floating charge over all property and undertakings of the Group and certain subsidiaries under an intergroup cross guarantee arrangement. 
In November 2024, the Group was also restructured. Ownership of Rotherwood Group Limited was transferred to Claridge Holdco Limited and Fennell Holdco Limited by way of share for share exchange. 
Also in November 2024, Rotherwood Healthcare Limited transferred its ownership of Rotherwood Healthcare (Hampton Grange) Limited and certain properties to Rotherwood Healthcare 2 Limited. The company and properties were transferred for the value of the £9,646,940 to Rotherwood Group Limited, in part by Dividend in specie, and the balance via intercompany loan, following which, the company and properties were transferred to Rotherwood Healthcare 2 Limited by Rotherwood Group Limited by the issue of shares. 
In July 2025, the Rotherwood Healthcare 2 Group completed a refinancing with Punjab National Bank, securing an additional long-term committed facilities of £5,500,000 to support the Parent Group's operational and strategic objectives, secured by a fixed and floating charge over the assets of that sub-group.

Page 30

 
ROTHERWOOD HEALTHCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

28.


Controlling party

The parent preparing consolidated accounts for the smallest and largest Group of which the Company is a member is Rotherwood Group Limited. The registered office is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.

 
Page 31