Rotherwood Group Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09519658 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

ROTHERWOOD GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

9

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

Directors:

R C Claridge

J P F Fennell

Registered office:

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ

Registered number:

09519658 (England and Wales)

Auditors:

TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

Review of business

The Group delivered a strong performance during the year, continuing to build on its commitment to setting a New Standard in Healthcare. Occupancy levels remained high, supported by improvements in staff retention and engagement. The Group has continued to focus on delivering exceptional care, an enticing dining experience, inspirational activities, and luxury surroundings across all its homes. Further details regarding the Group’s performance in the year are presented in the Financial Key Performance Indicators section below.

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy remain subject to a number of risks. These are regularly reviewed by the Board, and appropriate processes are maintained to monitor and mitigate them.

The key business risks affecting the Group are set out below:

Credit Risk

New credit customers are only accepted following a review and approval by the credit controller. A robust debtor review process ensures that debts are actively monitored and collected in a timely manner.

Liquidity Risk

The Group continues to be appropriately financed with a combination of long-term and short-term facilities that support its operational and strategic objectives. We draw your attention to note 30 for further details on post year-end restructuring and financing.

Regularity Risk

All homes are subject to regulation by the Care Quality Commission and are periodically inspected. No compliance failures occurred during the year, and all homes continued to operate at or above the required standard.

Financial key performance indicators

Key performance indicators used by the Group are as follows:

- Turnover;

- Gross profit; and

- Profit on ordinary activities before taxation.

During the year turnover has increased by £1,013,986 (4.6%) to £22,994,061 compared to £21,980,075 in 2024.

During the year gross profit has increased by £574,376 (6.6%) to £9,247,160 compared to £8,672,784 in 2024.

During the year profit on ordinary activities before taxation has decreased by £427,580 (21.7%) to £1,547,257 compared to £1,974,837 in 2024.

Details of the key performance indicators are shown in the Consolidated Statement of Comprehensive Income.

Section 172(1) statement

During the year, the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. They have acted in good faith to promote the success of the Company for the benefit of its members as a whole.

Specifically, the directors have considered the following:-

a. The likely consequences of any decision in the long term;

b. The interests of the Group's employees;

c. The need to foster the Group's business relationships with suppliers, customers and others;

d. The impact of the Group's operations on the community and the environment;

e. The desirability of the Group maintaining a reputation for high standards of business conduct; and

f. The need to act fairly between members of the Group.

S172 (1) (a) The likely consequences of any decision in the long term

The directors have continued to develop and implement a long-term growth strategy focused on sustainable care home operations, quality service delivery, and employee engagement. Investments made this year include the refurbishment of key communal areas at Kington Court and the creation of a dementia specific community at Dorset House, as well as continued improvements in digital systems and resident experience.

S172 (1) (b) The interests of the Group's employees

Our people remain at the heart of our success. The Group has continued to invest in employee wellbeing, pay, benefits, and training. HR Hubs, satisfaction surveys, and regular staff briefings ensure open communication across the business. The Group has expanded its leadership and mentorship programmes to support career development and retention.

S172 (1) (c) The need to foster the Group's business relationships with suppliers, customers and others

Strong relationships with suppliers and stakeholders are fundamental to delivering high-quality services. The Group maintains a trusted and vetted supplier base, fosters transparent communications with families and residents, and engages regularly with commissioners and community partners.

S172 (1) (d) The impact of the Group's operations on the community and the environment

The Group continues to place sustainability at the core of its strategy. During the year, further energy-efficiency upgrades were undertaken, including LED lighting, heating controls, and improved insulation across several homes. The Group’s "Going Green" committee continues to meet regularly to reduce carbon impact, promote recycling, and improve resource use.

S172 (1) (e) The desirability of the Company maintaining a reputation for high standards of business conduct

Upholding a reputation for excellence remains a central pillar of the Group’s vision. Our commitment to delivering a New Standard in Healthcare is evidenced by multiple award wins during the year and continued high satisfaction scores among residents and families.

S172 (1) (f) The need to act fairly between members of the Group

The board considers the interests of all shareholders when making strategic decisions, ensuring fairness and transparency. Decisions such as the development of new care home sites or major capital investments are considered in light of their long-term benefit to all stakeholders

On behalf of the board:

J P F Fennell - Director

24 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

Principal activity

The principal activity of the Group was the provision of care to the elderly and mentally infirm. The principal activity of the Company is that of a holding company.

Dividends

The profit for the year, after taxation, amounted to £1,547,257 (2024 - £1,974,837).

During the year, the directors recommended dividends amounting to £485,000 (2024 - £840,000).

Future developments

Going forward, the directors aim to continue to grow the business whilst keeping a tight control over costs.

Post balance sheet events

Post year-end, the HSBC UK Bank PLC fixed and floating charges over all property and undertakings of the Group were satisfied.

On 1 August 2025, Rotherwood Healthcare Limited sold a freehold property for proceeds of £730,000. No adjustment has been made to these financial statements in respect of this sale.

In July 2025, Rotherwood Healthcare 2 Limited completed a refinancing with Punjab National Bank, securing long-term committed facilities of £5,500,000 to support their operational and strategic objectives, secured by a fixed and floating charge over the assets of that sub group and the shares held by Rotherwood Group Limited in Rotherwood Healthcare 2 Limited.

Directors

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

R C Claridge

J P F Fennell

Going concern

The consolidated Group financial statements show net assets of £5,137,021, net current liabilities of £739,090 and profit of £1,547,257. The Company financial statements show net assets of £12,099,643, net current liabilities of £344,457 and profit of £8,976,398.

During the prior year, the Group, identified an error in the treatment of VAT within Rotherwood Training and Development Limited following the implementation of Welfare Contract Restructuring, resulting in the submission of a voluntary disclosure and error correction to HMRC. Rotherwood Training and Development Limited is a 100% subsidiary of Rotherwood Group Limited and a member of the VAT group to which the Company belongs. The VAT liability is recoverable against all companies within the VAT group on a joint and several basis. Within the Parent Group's financial statements are obligations of £5,357,905 relating to VAT due within one year.

Post year end, the Group has been cash generative and profitable, with strong underlying trading performance. The only factor affecting the assessment of going concern of the Group is the joint and several nature of the legacy VAT liability and other tax liabilities.

The Group maintained sufficient cash flows during 2024 and 2025 to meet its liabilities. While cash outflows over the next 12 months are expected to reflect the settlement of VAT and other tax liabilities, as well as associated interest and potential penalties, the Group has already taken significant steps to strengthen its financial position and liquidity.

To further strengthen its Balance Sheet, the Group, via a separate sub-group, secured a £5,500,000 loan facility, supported by unencumbered real estate assets. Simultaneously, it is progressing the sale of non core landholdings, anticipated to generate around £2,000,000 to reinvest in priority projects and provide additional financial resilience.

The Directors of the Group have prepared detailed monthly cash flow forecasts through to 31 March 2028. These forecasts include sensitivity analysis under various downside and upside scenarios, considering both operational risks and growth opportunities. Across the most reasonably foreseeable scenarios, the forecasts demonstrate adequate headroom, assuming the ability to match the timing of cash flows through the successful completion of either the additional bank funding or the agreement of a suitable repayment plan with HMRC. A letter of support has been provided which confirms the Group's commitment to each entity within the Group to provide such support as is required to enable each entity to continue as a going concern for a period of 12 months from the date of approval of the financial statements for the year ended 31 March 2025. This support will be provided if such a need arises. The letter also confirms that intercompany balances across the Group will not be recalled until each respective entity is in a financial position to make such repayments without jeopardising its own operational or financial stability and ability to continue to trade.

On the basis of these forecasts, the Group letter of support and the steps already underway to strengthen liquidity, the directors have a reasonable expectation that the VAT liability will be settled by other companies within the group and that the company will have sufficient resources to continue and meet its liabilities as they fall due, and for a period of at least 12 months from the date of approval of these financial statements.

Accordingly, the financial statements have been prepared on a going concern basis.

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development to disabled employees wherever appropriate.

Qualifying third party indemnity provisions

The directors have the benefit of the indemnity provisions contained in the Company’s Articles of Association (‘Articles’), and the Group has maintained throughout the year directors’ and officers’ liability insurance for the benefit of the Group, the directors and its officers. The Group has entered into qualifying third party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remain in force.

Statement of directors' responsibilities

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

Statement as to disclosure of information to auditors

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

Auditors

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

J P F Fennell - Director

24 December 2025

Opinion

We have audited the financial statements of Rotherwood Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

-

Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims,
non-compliance with applicable laws and regulations and fraud.

-

Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of
non-compliance with laws and regulations.

-

Performing audit work over the risk of management override, including testing of journal entries and other
adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal
course of business and reviewing the accounting estimates for bias.

-

Reviewing of financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations.

-

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

-

Reviewing minutes of meetings during the year.

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.

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

Use of our report

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

Shiran Wynter (ACA) (Senior Statutory Auditor)

for and on behalf of TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

24 December 2025

Turnover

4

22,994,061

21,980,075

Cost of sales

13,746,901

13,307,291

Gross profit

9,247,160

8,672,784

Administrative expenses

5,270,775

4,518,209

3,976,385

4,154,575

Other operating income

5

20,730

198,348

Operating profit

8

3,997,115

4,352,923

Interest payable and similar expenses

10

1,464,448

1,441,987

Profit before taxation

2,532,667

2,910,936

Tax on profit

11

985,410

936,099

Profit for the financial year

1,547,257

1,974,837

Other comprehensive income

-

Total comprehensive income for the year

1,547,257

1,974,837

Profit attributable to:

Owners of the parent

1,547,257

1,974,837

Total comprehensive income attributable to:

Owners of the parent

1,547,257

1,974,837

Fixed assets

Intangible assets

14

371,572

457,654

Tangible assets

15

18,002,922

18,015,274

Investments

16

-

Investment property

17

-

18,374,494

18,472,928

Current assets

Stocks

18

-

1,736

Debtors

19

14,468,107

11,322,514

Cash at bank

20

521,992

365,229

14,990,099

11,689,479

Creditors

Amounts falling due within one year

21

(15,729,189

)

(13,046,368

)

Net current liabilities

(739,090

)

(1,356,889

)

Total assets less current liabilities

17,635,404

17,116,039

Creditors

Amounts falling due after more than one year

22

(11,818,634

)

(12,500,379

)

Provisions for liabilities

24

(679,749

)

(540,896

)

Net assets

5,137,021

4,074,764

Capital and reserves

Called up share capital

25

1,000,000

Retained earnings

26

4,137,021

3,074,764

Shareholders' funds

5,137,021

4,074,764

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

J P F Fennell - Director

Fixed assets

Intangible assets

14

371,051

326,752

Tangible assets

15

177,163

248,460

Investments

16

11,937,322

1,000,000

Investment property

17

-

12,485,536

1,575,212

Current assets

Stocks

18

-

1,736

Debtors

19

12,216,260

22,660,642

Cash at bank

20

139,839

3,971

12,356,099

22,666,349

Creditors

Amounts falling due within one year

21

(12,700,556

)

(8,150,683

)

Net current (liabilities)/assets

(344,457

)

14,515,666

Total assets less current liabilities

12,141,079

16,090,878

Creditors

Amounts falling due after more than one year

22

-

(12,418,908

)

Provisions for liabilities

24

(41,436

)

(63,725

)

Net assets

12,099,643

3,608,245

Capital and reserves

Called up share capital

25

1,000,000

Retained earnings

26

11,099,643

2,608,245

Shareholders' funds

12,099,643

3,608,245

Company's profit for the financial year

8,976,398

3,193,610

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

J P F Fennell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2023

1,000,000

1,939,927

2,939,927

Changes in equity

Dividends

-

(840,000

)

(840,000

)

Total comprehensive income

-

1,974,837

Balance at 31 March 2024

1,000,000

3,074,764

4,074,764

Changes in equity

Dividends

-

(485,000

)

(485,000

)

Total comprehensive income

-

1,547,257

Balance at 31 March 2025

1,000,000

4,137,021

5,137,021

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 April 2023

1,000,000

254,635

1,254,635

Changes in equity

Dividends

-

(840,000

)

(840,000

)

Total comprehensive income

-

3,193,610

Balance at 31 March 2024

1,000,000

2,608,245

3,608,245

Changes in equity

Dividends

-

(485,000

)

(485,000

)

Total comprehensive income

-

8,976,398

Balance at 31 March 2025

1,000,000

11,099,643

12,099,643

Cash flows from operating activities

Cash generated from operations

1

3,021,651

3,080,091

Interest paid

-

22,942

Interest element of hire purchase or finance
lease rental payments paid

-

(22,942

)

Net cash from operating activities

3,021,651

3,080,091

Cash flows from investing activities

Purchase of intangible fixed assets

-

(148,092

)

Purchase of tangible fixed assets

(1,193,730

)

(1,869,413

)

Sale of tangible fixed assets

33,296

5,310

HP interest paid

-

(31,809

)

Net cash from investing activities

(1,160,434

)

(2,044,004

)

Cash flows from financing activities

New loans in year

-

650,000

Loan repayments in year

-

(490,032

)

Repayment of new finance leases

(64,500

)

190,949

Interest paid

(1,464,448

)

(1,410,178

)

Capital repayments in year

309,494

-

Dividends paid

(485,000

)

(840,000

)

Net cash from financing activities

(1,704,454

)

(1,899,261

)

Increase/(decrease) in cash and cash equivalents

156,763

(863,174

)

Cash and cash equivalents at beginning of
year

2

365,229

1,228,403

Cash and cash equivalents at end of year

2

521,992

365,229

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

Profit for the financial year

1,547,257

1,974,837

Depreciation charges

1,043,002

1,059,275

(Profit)/loss on disposal of fixed assets

(13,261

)

14,324

Amortisation charges

229,127

214,419

(Increase) in amounts owed by associates

-

(4,252,705

)

Increase in amounts owed to associates

-

687,981

Corporation tax (paid)

(381,647

)

(262,651

)

Finance costs

1,464,448

1,441,987

Taxation

985,410

936,099

4,874,336

1,813,566

Decrease in stocks

1,736

38,502

(Increase)/decrease in trade and other debtors

(3,145,593

)

116,744

Increase in trade and other creditors

1,291,172

1,111,279

Cash generated from operations

3,021,651

3,080,091

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31.3.25

1.4.24

£

Cash and cash equivalents

521,992

365,229

Year ended 31 March 2024

31.3.24

1.4.23

£

Cash and cash equivalents

365,229

1,228,403

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

Net cash

Cash at bank

365,229

156,763

521,992

365,229

156,763

521,992

Debt

Debts falling due within 1 year

(1,749,422

)

130,729

(1,618,693

)

Debts falling due after 1 year

(12,268,106

)

595,103

(11,673,003

)

(14,017,528

)

725,832

(13,291,696

)

Total

(13,652,299

)

882,595

(12,769,704

)

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £8,976,398 (2024 - £3,193,610).

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following exemptions:

i) from preparing a statement of cash flows, on the basis that it is a qualifying entity and the Consolidated Statement of Cash Flows, included in these financial statements, includes the Company’s cash flows;

ii) from the financial instrument disclosures, required under FRS 102 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures;

iii) from disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

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the amount of revenue can be measured reliably;

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it is probable that the Company will receive the consideration due under the contract;

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the stage of completion of the contract at the end of the reporting period can be measured reliably; and

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the costs incurred and the costs to complete the contract can be measured reliably.

Operating leases: the Company as the lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to the Statement of Comprehensive Income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Intangible assets

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method.

Depreciation is provided on the following basis:

Freehold property

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2% straight line

Leasehold improvements

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2% straight line / 25% reducing balance

Motor vehicles

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25% straight line

Fixtures and fittings

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20% reducing balance

Office equipment

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20% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account the relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Financial instruments

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

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

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Other financial assets

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

Impairment of financial assets

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

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

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

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

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

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

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The recognition of deferred tax assets is limited to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future taxable profits; and

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Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances
have been met.

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Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and
joint ventures and the Group can control the reversal of the timing differences and such reversal is not
considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at the annual general meeting.