Registration number:
for the
Year Ended 31 December 2024
MREF IV Care Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
MREF IV Care Holdings Limited
Company Information
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Directors |
C J Ferguson-Davie M E C Gilbard P R Spence |
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Registered office |
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Auditors |
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MREF IV Care Holdings Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is that of owning, running and administration of nursing homes and ancillary services.
Fair review of the business
The results for the year and the financial position at the year end were considered satisfactory by the directors who expect continued growth in the foreseeable future.
The directors consider that at the year end the group held a strong financial position with adequate liquid resources.
The company's principal financial balances comprise freehold land and buildings and bank loans. The directors have considered the key performance indicators and are happy with the results.
Given the nature of the business, the directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve the position of the business. The key indicators include turnover, gross margin and EBITDA. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the group.
Environment
The Group is aware of its environmental impact and is monitoring this. There have been some initiatives implemented to aid in decreasing the Group's carbon footprint, measures to minimise waste across the Group where possible, with items being recycled wherever possible and training of managers on environmental awareness.
Energy and carbon reporting
The company has not disclosed information in respect of energy and carbon reporting as its energy consumption is less than 40,000kWh.
Outlook for the business
The Directors expect that the next year will have a mix of challenges as the health and social care industry changes and evolves. However, the Directors believe that the Group is well positioned to manage resultant risk and prosper during the period due to its committed workforce and good working relationships with local authorities.
Section 172 statement
The Director believes that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Group has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.
The Group is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done, and strive to reduce carbon footprint where possible.
The Director recognises the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the Group are considered to be the employees, suppliers and service users.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Group.
MREF IV Care Holdings Limited
Strategic Report for the Year Ended 31 December 2024
Principal risks and uncertainties
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the continued provision of adequate government funding and the ongoing compliance with current and future legislation affecting the sector.
Approved by the
Director
MREF IV Care Holdings Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. It also monitors the economic climate to assess the need for interest rate protection instruments relating to the group's borrowings. The board constantly monitors the group's trading results and revises projections as appropriate to ensure that the group can meet its future obligations as they fall due.
The group's bank loans are subject to price and liquidity risk as disclosed in note 19 to the financial statements.
The group's current policy concerning the payment of trade creditors is to:
- settle the terms of payment with suppliers when agreeing with terms of each transaction;
- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts and
- pay in accordance with the group's contractual and other legal obligations.
Employment of disabled persons
The group’s policy is to consider the recruitment of disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Employee involvement
The group encourages the involvement of employees in its management through regular meetings.
Future developments
The detailed regulatory scrutiny of the healthcare sector is expected to continue, which is likely to create a barrier to entry for new providers and put pressure on competitors.
The directors are confident that the focus on constant quality improvements has positioned the group well to meet the challenges of the regulatory regime and capitalise on the changes leading to an improvement in its performance in the future.
Important non adjusting events after the financial period
Subsequent to the year end, the group disposed of five of its subsidiary undertakings, New Forest Fritham Limited, Cedar Lawn Romsey Limited, Dunwood Manor Romsey Limited, Dunwood Properties Limited and Waverley Lodge Romsey Limited for total consideration of £9,447,000.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
MREF IV Care Holdings Limited
Directors' Report for the Year Ended 31 December 2024
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
MREF IV Care Holdings Limited
Statement of Directors' Responsibilities
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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MREF IV Care Holdings Limited
Independent Auditor's Report to the Members of MREF IV Care Holdings Limited
Opinion
We have audited the financial statements of MREF IV Care Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2 of the financial statements, which indicates that there are uncertainties as to whether the company will be able to renew its bank lending facilities when the current facilities terminate in March 2026. These events or conditions, along with other matters as set out in note 2, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
MREF IV Care Holdings Limited
Independent Auditor's Report to the Members of MREF IV Care Holdings Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those 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.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
MREF IV Care Holdings Limited
Independent Auditor's Report to the Members of MREF IV Care Holdings Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;. |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, 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 are to become aware of it.
A further description of our responsibilities is available 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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
MREF IV Care Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Exceptional items |
(237,247) |
(355,876) |
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Revaluation of freehold property |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
MREF IV Care Holdings Limited
(Registration number: 12758894)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
2,362,523 |
2,964,834 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year (excluding shareholders loans) |
(4,372,218) |
(3,468,607) |
|
|
Net current assets (excluding shareholder loans) |
160,503 |
585,313 |
|
|
Shareholder loans due in less than one year |
(25,000,000) |
(25,000,000) |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Revaluation reserve |
|
- |
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
|
( |
|
|
Total equity |
|
( |
Approved and authorised by the
Director
MREF IV Care Holdings Limited
(Registration number: 12758894)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
196,413 |
643,415 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net (liabilities)/assets |
( |
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
( |
|
|
|
Total equity |
( |
|
The company made a loss after tax for the financial year of £38,654 (2023 - profit of £715).
Approved and authorised by the
Director
MREF IV Care Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Revaluation reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
- |
( |
( |
|
Profit for the year |
- |
- |
|
|
|
Other comprehensive income |
- |
|
- |
|
|
At 31 December 2024 |
|
|
( |
|
|
Share capital |
Revaluation reserve |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
- |
( |
( |
|
Profit for the year |
- |
- |
|
|
|
At 31 December 2023 |
10,001 |
- |
(988,769) |
(978,768) |
MREF IV Care Holdings Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
Loss for the year |
- |
( |
( |
|
At 31 December 2024 |
|
( |
( |
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
At 31 December 2023 |
10,001 |
816 |
10,817 |
MREF IV Care Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Finance costs |
|
|
|
|
Finance income |
( |
( |
|
|
Income tax expense |
|
|
|
|
Impairment in property value |
( |
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes (paid)/received |
( |
|
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of bank borrowing |
( |
( |
|
|
Proceeds from other borrowing draw downs |
- |
|
|
|
Debt costs paid in period |
- |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
2,362,523 |
2,570,209 |
|
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £38,654 (2023 - profit of £715).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
During the year the group recognised an operating profit of £2,411,100 and a profit before tax of £1,414,560. The group has net current assets of £160,503 (excluding shareholder loans repayable on demand). The shareholders has confirmed that there will be no demand for repayment of their loan within the next 12 months. Post year end the group has disposed of 4 of its care homes and continues to successfully operate 3 homes. After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. However, the bank lending of £16,488,182 is due for renewal in March 2026 and the current lenders have indicated that they will not refinance the group on this date. The directors are confident that new lending will be available to the group but nothing has been agreed at the date of signing the accounts. The group and company continues to adopt the going concern basis in preparing its financial statements.
Judgements and estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying values 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. |
Impairment of freehold land and buildings |
Management use a value in use calculation to support the value of the freehold properties. The value in use calculation is based on a series of underlying assumptions and varying factors. Management believe that there is no impairment of freehold land and buildings though different assumptions could have a significant impact on the carrying value. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of property and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, and trade discounts. The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets, excluding freehold property, are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Freehold property is valued at fair value at the balance sheet date. The fair value is based on the valuation by a professional valuer.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold buildings |
Nil |
|
Fixtures and fittings |
10 / 20% straight line |
|
Computer equipment |
50% straight line |
|
Motor vehicles |
25% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Recognition and measurement
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Impairment
Non-financial assets
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
Financial assets
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Miscellaneous other operating income |
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Exceptional items |
|
2024 |
2023 |
|
|
Exceptional expenses |
237,247 |
355,876 |
Exceptional items in the current year relate to legionella compliance costs, one-off training and recruitment costs, and professional fees. Exceptional items in the prior year relate to exceptional training and recruitment costs, legionella compliance costs, and a significant plumbing expense.
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on investments |
1,508 |
818 |
|
Interest income on bank deposits |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
- |
|
|
Interest expense on other finance liabilities |
|
- |
|
|
|
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Care staff |
|
|
|
Administration and support |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors did not receive any remuneration in either the current or prior year.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
36,000 |
33,600 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
- |
|
292,686 |
72,936 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
|
- |
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Effect of tax losses |
- |
( |
|
Deferred tax expense relating to changes in tax rates or laws |
- |
|
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Other fixed asset timing differences |
|
|
Provision in respect of revalued property |
|
|
Other timing differences |
( |
|
|
|
2023 |
Liability |
|
Other fixed asset timing differences |
|
|
Provision in respect of revalued property |
|
|
Other timing differences |
( |
|
|
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost or valuation |
|
|
At 1 January 2024 and at 31 December 2024 |
|
|
Amortisation |
|
|
At 1 January 2024 |
|
|
Amortisation charge |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Revaluations |
|
- |
- |
|
|
Additions |
|
|
- |
|
|
Disposals |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
( |
|
|
Depreciation |
||||
|
At 1 January 2024 |
- |
|
|
|
|
Charge for the year |
- |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
|
At 31 December 2024 |
- |
|
( |
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £43,615,000 (2023 - £40,454,040) in respect of freehold land and buildings and £Nil (2023 - £Nil) in respect of short leasehold land and buildings.
Revaluation
The fair value of the group's land and buildings was revalued on an existing use basis on
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 January 2024 and at 31 December 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
2024 |
2023 |
||||||
|
Subsidiary undertakings |
|||||||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
Subsidiary undertakings
The principal activity of NF Care Holdings Limited is that of a holding company.
The principal activity of Dunwood Properties Limited is the development of care home properties.
The principal activity of all other subsidiaries is the provision of residential and nursing care for the elderly.
*Held indirectly via NF Care Holdings Limited
**Held indirectly via Sentinel Health Care Limited
The registered address of New Forest Fritham Limited is Lynwood House, 373-375 Station Road, Harrow, England, HA1 2AW.
The registered address of Cedar Lawn Romsey Limited is Charles Rippin And Turner, Middlesex House, 130 College Road, Harrow, England, HA1 1BQ.
The registered address of Dunwood Manor Romsey Limited and Waverley Lodge Romsey Limited is 41 Quarrendon Street, London, England, SW6 3ST.
The registered address of all other subsidiaries is Suite 2, Ash House Shackleford Road, Elstead, Godalming, England, GU8 6LB.
For the year ending 31 December 2024, the Company agrees to guarantee the liabilities of all its subsidiary undertakings, thereby allowing these companies to take exemption from audit under Section 479A of the Companies Act 2006.
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Consumables |
|
|
- |
- |
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Accrued income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax liability |
283,453 |
87,309 |
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Bank overdrafts |
- |
|
- |
- |
|
Hire purchase contracts |
- |
|
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
The other borrowings are unsecured, interest free shareholder loans which are repayable on demand. Whilst repayable on demand, the shareholders would only seek repayment based on the group's ability to do so, subject to cashflow and covenant constraints.
The bank loans are secured with fixed and floating charges over the group's assets. The balance outstanding of £16,378,383 (2023 - £16,764,340) is stated after deducting £109,799 (2023 - £323,842) of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. Total bank loans excluding capitalised debt costs were £16,488,182 (2023 - £17,088,182). The loans are repayable at £150,000 per quarter up to the termination date of 31 March 2026, with interest being charged at a rate of SONIA plus 3.5% per annum.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
MREF IV Care Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
9,800 |
|
9,800 |
|
|
|
200 |
|
200 |
|
|
|
1 |
|
1 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
The different classes of share referred to above carry have varying rights as detailed in the company's Articles of Association. |
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Related party transactions |
Summary of transactions with key management
Summary of transactions with shareholders
At 31 December 2024, the company owed the shareholders £25,000,000 (2023 - £25,000,000) in the form of interest free loans which are repayable on demand.
|
Non adjusting events after the financial period |
|
|
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The group's ultimate controlling parties are MREF IV A Limited Partnership. MREF IV B Limited Partnership and MREF IV PC Limited Partnership which are limited partnerships registered in England and Wales.