Company registration number 13229499 (England and Wales)
BERKLEY CARE GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BERKLEY CARE GROUP LTD
COMPANY INFORMATION
Directors
S Devon
(Appointed 13 September 2024)
L S J Smith
(Appointed 19 October 2023)
L J Perry
(Appointed 29 September 2023)
Company number
13229499
Registered office
The Pavilion, Ashlyns Hall
Chesham Road
Berkhamsted
Hertfordshire
HP4 2ST
Auditor
Bishop Fleming LLP
10 Temple Back
Bristol
United Kingdom
BS1 6FL
BERKLEY CARE GROUP LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 20
BERKLEY CARE GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Principal activities

The principal activity of the company was to act as a holding company for a number of direct subsidiaries that are engaged in operating nursing and residential homes for the elderly.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Devon
(Appointed 13 September 2024)
L S J Smith
(Appointed 19 October 2023)
L J Perry
(Appointed 29 September 2023)
A Winstanley
(Resigned 29 September 2023)
B M Bots
(Resigned 6 July 2023)
S F F Mingham
(Resigned 10 April 2024)
J Noe
(Appointed 19 October 2023 and resigned 10 April 2024)
S E Penfold
(Appointed 19 October 2023 and resigned 23 February 2024)
C M C Pinel De Golleville
(Resigned 10 April 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

BERKLEY CARE GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
On behalf of the board
S Devon
Director
18 July 2025
BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE GROUP LTD
- 3 -
Opinion

We have audited the financial statements of Berkley Care Group Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the 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.

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 report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE GROUP LTD (CONTINUED)
- 4 -
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 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Identifying and assessing potential risks related to irregularitites

The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE GROUP LTD (CONTINUED)
- 5 -

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to management override.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included:

Audit response to risks identified

We identified management override as the main area of potential risk of fraud, our procedures to respond to risks identified included the following:

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

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 an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE GROUP LTD (CONTINUED)
- 6 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

John Talbot (Senior Statutory Auditor)
For and on behalf of Bishop Fleming LLP, Statutory Auditor
Chartered Accountants
10 Temple Back
Bristol
BS1 6FL
United Kingdom
18 July 2025
BERKLEY CARE GROUP LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
-
-
Cost of sales
(2,050,941)
(1,591,558)
Gross loss
(2,050,941)
(1,591,558)
Administrative expenses
(2,052,960)
(1,020,717)
Operating loss
(4,103,901)
(2,612,275)
Interest receivable and similar income
47,100
84,036
Interest payable and similar expenses
4
(1,100,307)
(1,440,331)
Exceptional item: Amounts written off investments
5
(23,466,845)
-
Loss before taxation
(28,623,953)
(3,968,570)
Tax on loss
-
0
62,150
Loss for the financial year
(28,623,953)
(3,906,420)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 10 to 20 form part of these financial statements.

BERKLEY CARE GROUP LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
6
119,165
239,878
Tangible assets
7
76,507
104,259
Investments
8
25,716,497
49,183,342
25,912,169
49,527,479
Current assets
Debtors
10
1,125,405
864,207
Cash at bank and in hand
319,397
18,775,407
1,444,802
19,639,614
Creditors: amounts falling due within one year
11
(42,305,497)
(72,469,467)
Net current liabilities
(40,860,695)
(52,829,853)
Total assets less current liabilities
(14,948,526)
(3,302,374)
Creditors: amounts falling due after more than one year
12
(16,977,801)
-
0
Net liabilities
(31,926,327)
(3,302,374)
Capital and reserves
Called up share capital
13
2,278,007
2,278,007
Profit and loss reserves
(34,204,334)
(5,580,381)
Total equity
(31,926,327)
(3,302,374)

The notes on pages 10 to 20 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 18 July 2025 and are signed on its behalf by:
S Devon
Director
Company registration number 13229499 (England and Wales)
BERKLEY CARE GROUP LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1
(1,673,961)
(1,673,960)
Year ended 31 December 2022:
Loss and total comprehensive income
-
(3,906,420)
(3,906,420)
Issue of share capital
13
2,278,006
-
2,278,006
Balance at 31 December 2022
2,278,007
(5,580,381)
(3,302,374)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(28,623,953)
(28,623,953)
Balance at 31 December 2023
2,278,007
(34,204,334)
(31,926,327)

The notes on pages 10 to 20 form part of these financial statements.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information

Berkley Care Group Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Pavilion, Ashlyns Hall, Chesham Road, Berkhamsted, Hertfordshire, HP4 2ST.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

· 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 33 Related Party Disclosures paragraph 33.7.

 

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts as it is itself a subsidiary undertaking and the company and its subsidiary undertakings are included in the consolidated accounts for a larger group by a parent undertaking.

 

Berkley Care Group Ltd is a wholly owned subsidiary of Clariane SE and the results of Berkley Care Group Ltd are included in the consolidated financial statements of Clariane SE which are available from its registered office, 21-25 Rue Balzac, 75008, Paris or online at www.clariane.com.

1.2
Going concern

Treasury management is undertaken by the directors on a group wide basis, being from the perspective of the company's current ultimate parent, Neptune Opco Bidco Ltd, and its subsidiaries (the "Group"). Each company within the Group is party to a letter of support, stating that such financial support as is necessary will be provided to each company within the Group to ensure that it can meet its day to day working capital requirements for a period of at least 12 months from the date of approval of the financial statements, and that no balances owed to Group companies will be called for payment unless such funds as are necessary are available without jeopardising the ability of the company to continue to trade. true

The directors have prepared cash flow forecasts which cover a period of at least the 12 months from the date of approval of these financial statements which include a number of assumptions that the directors are satisfied are reasonable, and that there is sufficient headroom to tolerate a moderate downside.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.3
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
over 4 years
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% straight line
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -

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 for which the estimates of future cash flows have not been adjusted.

 

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. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed 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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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 debtors and cash and bank balances, 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.

Classification of financial liabilities

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

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument 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.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Establishing recoverable value of fixed asset investments

Fixed asset investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If an asset's recoverable amount is less than the asset's carrying amount, an impairment loss is recognised. In this instance, the recoverable amount of the investment is based on the fair value less costs to sell. It is estimated that the value in use is lower than the fair value less costs to sell.

Recognition of deferred tax assets

Unrelieved tax losses shall be recognised only to the extent that it is probable that they will be recovered against the reversal of other future taxable profits. A deferred tax asset has not been recognised in the financial statements as there may not be other future taxable profits against which the company's losses will be relieved.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
24
18
BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
4
Interest payable and similar expenses
2023
2022
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
1,100,307
1,318,528
5
Exceptional item: impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Fixed asset investments
8
23,466,845
-
Recognised in:
Amounts written off investments
23,466,845
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

6
Intangible fixed assets
Other
£
Cost
At 1 January 2023
307,031
Additions
39,719
At 31 December 2023
346,750
Amortisation and impairment
At 1 January 2023
67,153
Amortisation charged for the year
160,432
At 31 December 2023
227,585
Carrying amount
At 31 December 2023
119,165
At 31 December 2022
239,878
BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
7
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
139,567
Additions
8,353
At 31 December 2023
147,920
Depreciation and impairment
At 1 January 2023
35,308
Depreciation charged in the year
36,105
At 31 December 2023
71,413
Carrying amount
At 31 December 2023
76,507
At 31 December 2022
104,259
8
Fixed asset investments
2023
2022
£
£
as restated
Shares in group undertakings and participating interests
25,716,497
49,183,342

A prior year adjustment has been recognised to include the 5 subsidiaries incorporated in 2022. The effect of this adjustment is increase in Investments by £5, decrease in Amounts owed by group undertakings (Debtors) by £1 and increase in Amounts owed to group undertakings (Creditors: Amounts falling due within one year) by £4.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Fixed asset investments
(Continued)
- 17 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 & 31 December 2023
49,183,342
Impairment
At 1 January 2023
-
Impairment losses
23,466,845
At 31 December 2023
23,466,845
Carrying amount
At 31 December 2023
25,716,497
At 31 December 2022
49,183,342

Post year end, Clariane SE sold its entire issued share capital in Berkley Care Group Ltd (formerly Korian UK Limited) to Neptune Opco Bidco Ltd for an amount of £25,716,497. At year end, the investment in subsidiaries of £49,183,342 was written down to its recoverable amount of £25,716,497 resulting in an impairment loss of £23,466,845.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
9
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Berkley Care (Tournament Fields Holdco) Limited
1
Ordinary
100.00
-
Berkley Care (Tournament Fields Parent) Limited
1
Ordinary
-
100.00
Berkley Care (Tournament Fields) Limited
1
Ordinary
-
100.00
Reflections Care Limited
1
Ordinary
100.00
-
Berkley Care Blenheim Limited
1
Ordinary
100.00
-
Berkley Care (Portobello Place) Limited
1
Ordinary
100.00
-
Berkley Care Fernhill Limited
1
Ordinary
100.00
-
Birstall Care Services Limited
1
Ordinary
100.00
-
Berkley Care (Badminton) Limited
1
Ordinary
100.00
-
Berkley Care Active Limited
1
Ordinary
100.00
-
Berkley Care Burcot Grange Limited
1
Ordinary
100.00
-
Berkley Care (Jubilee House) Limited
1
Ordinary
100.00
-
Berkley Care Shinfield Limited
1
Ordinary
100.00
-
Berkley Care Ryefield Limited
1
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
The Pavilion, Chesham Road, Berkhamsted HP4 2ST
10
Debtors
2023
2022
Amounts falling due within one year:
£
£
as restated
Amounts owed by group undertakings
1,071,755
822,423
Other debtors
53,650
41,784
1,125,405
864,207

Amounts owed by group undertakings are repayable on demand and interest free.

11
Creditors: amounts falling due within one year
2023
2022
£
£
as restated
Trade creditors
63,339
144,728
Amounts owed to group undertakings
41,985,592
72,237,387
Taxation and social security
53,108
37,971
Other creditors
203,458
49,381
42,305,497
72,469,467

Amounts owed to group undertakings are payable on demand and are interest free.

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
12
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
16,977,801
-
0

On 10 November 2022, Birstall Care Holdings Limited and Burcot Holdings Limited granted a loan of £10,968,747 and £4,922,977 to the Company respectively. The loans are repayable between 2 and 5 years and bears interest at SONIA plus 2.35%.

13
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,278,007
2,278,007
2,278,007
2,278,007
14
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
106,952
151,952
15
Events after the reporting date

Following the year end, Clariane SE (the ultimate parent company) implemented a restructuring of intercompany balances under the “Project Juniper Step Plan,” finalised in February 2024 and prepared by Accuracy Accounting. The restructuring involved assignment and novation of intercompany loans, set-off of receivables and payables, and amendments to existing loan agreements.

 

At year end, a net payable of £84,639,847 was due by the Company and its subsidiaries to Clariane SE, BC RE UK Limited and its subsidiaries. As a result of the restructuring in February 2024, the debt of £84,639,847 due by the Company and its subsidiaries will be reduced to £2,140,373 by way of counterparty transfers and offsetting intercompany liabilities and receivables.

 

On 10 April 2024, Clariane SE completed the sale of its entire issued share capital of Berkley Care Group Ltd (formerly Korian UK Limited) to Neptune Opco Bidco Ltd for a purchase price of £25,716,497.

 

 

 

BERKLEY CARE GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
16
Parent company

The Company's ultimate controlling party and immediate parent is Clariane SE, a company incorporated in France. This is a publicly traded company whose address is 21-25 Rue Balzac, Paris 75008, France.

 

On 10 April 2024, Clariane SE sold its activities in the United Kingdom to Neptune Opco Bidco Ltd. As of that date Neptune Opco Bidco Ltd became the ultimate parent of the Company.

 

The smallest and largest group into which the Company's results are consolidated are the financial statements of Clariane SE, the ultimate parent company, registered at 21-25, Rue Balzac Paris, 75008 France. Copies of the consolidated financial statements are available from 21-25 Rue Balzac, Paris 75008, France.

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