Barleycroft Care Home Limited Company accounts

COMPANY REGISTRATION NUMBER: 04848474

Barleycroft Care Home Limited

Financial Statements

For the year ended

31 December 2024

Barleycroft Care Home Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	3

Independent auditor's report to the member	5

Statement of income and retained earnings	9

Statement of financial position	10

Notes to the financial statements	11

Barleycroft Care Home Limited

Officers and Professional Advisers

The board of directors	A Taylor
	M Cloonan

Registered office	Abbey Healthcare
	Sutherland House
	70 - 78 West Hendon Broadway
	London
	NW9 7BT

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	Enterprise House
	38 Tyndall Court
	Commerce Road
	Lynch Wood
	Peterborough
	Cambridgeshire
	PE2 6LR

Barleycroft Care Home Limited

Strategic Report

Year ended 31 December 2024

The directors present the strategic report and the financial statements for the year ended 31 December 2024. Business review Barleycroft Care Home Limited owns and operates an 80 bed care home regulated by the Care Quality Commission. During the year the care home received a 'Good' CQC rating. Revenue increased in the year from £3,575,000 to £4,826,000. This translated into a profit before tax of £745,000 (2023 - loss of £13,000). Principal risks and uncertainties Management monitors risks on a weekly and monthly basis. The primary concern of the management is the quality of care. There are dedicated regional managers and Operational Directors responsible for supporting the Home in provision of high quality care services. The major financial risk to the company is the increase in its cost base, primarily relating to the National Living Wage. The Company is exposed to credit risk with its customers, albeit major customers are public sector, and therefore with limited credit risk. Pricing risk is limited to the risk associated with negotiating annual price increases. Liquidity and cashflow risk could arise in the event of a downturn in trading. However, in this event, sister companies in the group can provide liquidity if required. The Company is exposed to finance risk due to its exposure to third party lenders and borrowings in the Company. Staffing remains a key risk as there is a nationwide shortage of nurses and care staff. Cost inflation also remains a risk for the business. Financial and other key performance indicators The key financial and operational performance indicators monitored by management include regulatory reviews, internal quality reviews, occupancy ratios, average weekly fees and cost to revenue ratios. Future developments The directors continue to monitor its key performance metrics whilst continually striving to improve care quality.

This report was approved by the board of directors on 8 September 2025 and signed on behalf of the board by:

A Taylor

Director

Registered office:

Abbey Healthcare

Sutherland House

70 - 78 West Hendon Broadway

London

NW9 7BT

Barleycroft Care Home Limited

Directors' Report

Year ended 31 December 2024

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

Directors

The directors who served the company during the year were as follows:

A Taylor
M Cloonan

B Raj has been appointed as director on 01/06/2025.

Dividends

The directors do not recommend the payment of a dividend.

Disclosure of information in the strategic report

The company has chosen to include several items in the strategic report which would otherwise be required to be disclosed in the directors report. These include information on the exposure to financial risk, price risk, credit risk, liquidity risk and cash flow risk and an indication of the likely future developments in the business of the company.

Directors' responsibilities statement

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

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

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

- select suitable accounting policies and 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 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.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 8 September 2025 and signed on behalf of the board by:

A Taylor

Director

Registered office:

Abbey Healthcare

Sutherland House

70 - 78 West Hendon Broadway

London

NW9 7BT

Barleycroft Care Home Limited

Independent Auditor's Report to the Member of Barleycroft Care Home Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Barleycroft Care Home Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the 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, 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation, Care Home legislation and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - inquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 member, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Day

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Enterprise House

38 Tyndall Court

Commerce Road

Lynch Wood

Peterborough

Cambridgeshire

PE2 6LR

9 September 2025

Barleycroft Care Home Limited

Statement of Income and Retained Earnings

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	4,826,233	3,574,597

Cost of sales	2,717,189	2,292,117
	------------	------------
Gross profit	2,109,044	1,282,480

Administrative expenses		766,766	705,046
Other operating income	5	–	2,226
		------------	------------
Operating profit	6	1,342,278	579,660

Interest payable and similar expenses	8	597,440	592,523
		------------	------------
Profit/(loss) before taxation		744,838	( 12,863)

Tax on profit/(loss)	9	( 10,589)	25,304
		---------	--------
Profit/(loss) for the financial year and total comprehensive income		755,427	( 38,167)
		---------	--------

Retained losses at the start of the year	( 770,894)	( 732,727)
	---------	---------
Retained losses at the end of the year	( 15,467)	( 770,894)
	---------	---------

All the activities of the company are from continuing operations.

Barleycroft Care Home Limited

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	10	3,732,755	3,712,071

Current assets

Debtors	11	14,850,315	15,474,655
Cash at bank and in hand		102,366	383,313
		--------------	--------------
		14,952,681	15,857,968

Creditors: amounts falling due within one year	12	17,324,792	18,954,233
		--------------	--------------
Net current liabilities		2,372,111	3,096,265
		------------	------------
Total assets less current liabilities		1,360,644	615,806

Provisions	13	10,589	–
		------------	---------
Net assets		1,371,233	615,806
		------------	---------

Capital and reserves

Called up share capital	15	29,400	29,400
Share premium account	16	1,357,300	1,357,300
Profit and loss account	16	( 15,467)	( 770,894)
		------------	------------
Shareholder funds		1,371,233	615,806
		------------	------------

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

These financial statements were approved by the board of directors and authorised for issue on 8 September 2025 , and are signed on behalf of the board by:

A Taylor

Director

Company registration number: 04848474

Barleycroft Care Home Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Abbey Healthcare, Sutherland House, 70 - 78 West Hendon Broadway, London, NW9 7BT.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The company has made a profit during the year (loss in prior year) and is in a net liability position on year end. It has received group support and accordingly the financial statements have been prepared on a going concern basis. The directors are confident that group has the ability to meet its financial obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Abbey Healthcare (Festival) Limited which can be obtained from Sutherland House, 70-78 West Hendon Broadway, London, NW9 7BT. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented. (d) Disclosures in respect of share-based payments have not been presented. (e) No disclosure has been given for the aggregate remuneration of key management personnel.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In preparing these financial statements, the directors have made the following judgements:- 1 Determine whether there are indicators of impairment of the tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. Other key sources of estimation uncertainty 2 Tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Freehold property	-	2% straight line
Fixtures and fittings	-	20% straight line

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

Financial instruments

The company holds basic financial instruments as defined in FRS102. The financial assets and financial liabilities of the company and their measurement basis are as follows: Financial assets - trade and other debtors are basic financial instruments and are debt instruments measured at amortised cost. Prepayments are not financial instruments. Cash at bank is classified as a basic financial instrument and is measured at amortised cost. Financial liabilities - trade creditors, accruals and other creditors are financial instruments, and are measured at amortised cost. Taxation and social security are not included in the financial instruments disclosure definition.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Rendering of services	4,826,233	3,574,597
	------------	------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Other operating income

	2024	2023
	£	£
Other operating income	–	2,226
	----	-------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	£	£
Depreciation of tangible assets	215,159	190,682
Impairment of trade debtors	10	(30,546)
	---------	---------

7. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Production staff	83	77
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	2,242,343	1,893,006
Social security costs	210,871	167,519
	------------	------------
	2,453,214	2,060,525
	------------	------------

8. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	546,221	585,928
Interest on obligations under finance leases and hire purchase contracts	356	692
Interest due to group undertakings	48,026	5,339
Other interest payable and similar charges	2,837	564
	---------	---------
	597,440	592,523
	---------	---------

9. Tax on profit/(loss)

Major components of tax (income)/expense

	2024	2023
	£	£

Current tax:

Adjustments in respect of prior periods	–	25,304

Deferred tax:

Origination and reversal of timing differences	( 10,589)	–
	--------	--------
Tax on profit/(loss)	( 10,589)	25,304
	--------	--------

Reconciliation of tax (income)/expense

The tax assessed on the profit/(loss) on ordinary activities for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 23.50 %).

	2024	2023
	£	£
Profit/(loss) on ordinary activities before taxation	744,838	( 12,863)
	---------	--------
Profit/(loss) on ordinary activities by rate of tax	186,210	6,275
Adjustment to tax charge in respect of prior periods	–	25,304
Effect of capital allowances and depreciation	( 10,435)	–
Utilisation of tax losses	( 186,364)	( 6,275)
	---------	--------
Tax on profit/(loss)	( 10,589)	25,304
	---------	--------

10. Tangible assets

	Freehold property	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024	4,239,284	643,490	4,882,774
Additions	–	235,843	235,843
	------------	---------	------------
At 31 December 2024	4,239,284	879,333	5,118,617
	------------	---------	------------
Depreciation
At 1 January 2024	822,210	348,493	1,170,703
Charge for the year	76,207	138,952	215,159
	------------	---------	------------
At 31 December 2024	898,417	487,445	1,385,862
	------------	---------	------------
Carrying amount
At 31 December 2024	3,340,867	391,888	3,732,755
	------------	---------	------------
At 31 December 2023	3,417,074	294,997	3,712,071
	------------	---------	------------

Included within land and buildings is land of £428,934 (2023 - £428,934) which is not depreciated.

11. Debtors

	2024	2023
	£	£
Trade debtors	122,712	151,241
Amounts owed by group undertakings	14,329,698	14,811,903
Prepayments and accrued income	130,205	111,511
Other debtors	267,700	400,000
	--------------	--------------
	14,850,315	15,474,655
	--------------	--------------

12. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank loans and overdrafts	4,259,060	4,234,373
Trade creditors	408,538	367,614
Amounts owed to group undertakings	11,710,423	13,469,538
Accruals and deferred income	827,715	770,042
Corporation tax	67,500	–
Social security and other taxes	49,376	105,827
Other creditors	2,180	6,839
	--------------	--------------
	17,324,792	18,954,233
	--------------	--------------

Bank loans are secured by a fixed and floating charge over all of the company's assets.

13. Provisions

	Deferred tax (note 14)
	£
At 1 January 2024	–
Charge against provision	( 10,589)
	--------
At 31 December 2024	( 10,589)
	--------

14. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2024	2023
	£	£
Included in provisions (note 13)	( 10,589)	–
	--------	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	2024	2023
	£	£
Accelerated capital allowances	( 10,435)	–
Pension plan obligations	( 154)	–
	--------	----
	(10,589)	–
	--------	----

15. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 0.01 each	2,940,000	29,400	2,940,000	29,400
	------------	--------	------------	--------

16. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.

17. Related party transactions

The company paid key management remuneration totalling £20,155. The company has taken exemption under FRS102 from disclosing transactions with wholly owned members of the same group.

18. Controlling party

The company was under the control of the Trustees of the Prabhdyal Sodhi Overseas Settlement throughout the year, an entity based in Gibraltar. The immediate parent company is Festival Care Homes Limited. The ultimate parent company is Lansbury Limited, a company incorporated in Gibraltar.