REGISTERED NUMBER: 09521668 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

ROTHERWOOD HEALTHCARE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

Directors:

R C Claridge

J P F Fennell

Registered office:

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ

Registered number:

09521668 (England and Wales)

Auditors:

TC Group

1 Merus Court

Meridian Business Park

Leicester

LE19 1RJ

The directors present their strategic report for the year ended 31 March 2025.

Review of business

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

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to a number of risks. Risks are formally reviewed by the board and appropriate processes are put in place to monitor and mitigate them.

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

Credit Risk

New credit service users are only accepted after they have been approved by the credit controller. The Company undertakes perpetual review processes to make sure debts are collected in a timely manner.

Liquidity Risk

The Company is currently financed with short-term finance. The parent company has appropriate long-term finance to provide the support required to match the needs of the business.

Financial key performance indicators

Key performance indicators used by the Company are as follows:

- Turnover;

- Gross profit margin; and

- Profit on ordinary activities before taxation.

During the year turnover has increased by £529,845 (121%) to £969,397 compared to £439,552 in 2024.

During the year gross profit has increased by £732,466 (153%) to £254,468 compared to (£477,998) in 2024.

During the year profit before tax decreased by £7,171,412 (91%) to £680,516 compared to £7,851,928 in 2024.

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 for the year ended 31 March 2025.

Principal activity

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

Results

The profit for the year, after taxation, amounted to £459,473 (2024: £6,748,231).

Dividends

During the year the Company paid dividends totalling £8,968,013 (2024 - £3,500,000).

This was made up of a dividend in specie, which was satisfied by the transfer of the Company's investment property on 28 November 2024. The distribution was made in accordance with the Companies Act 2006 and the Company's articles.

Future developments

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

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

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 financial statements show net assets of £4,790,056, net current liabilities of £4,445,671 and profit of £459,473.

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

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

The Parent Group maintained sufficient cash flows during 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 Parent Group has already taken significant steps to strengthen its financial position and liquidity.

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

The Directors of the Parent Group have prepared detailed monthly cash flow forecasts through to 31 March 2028. These forecasts include sensitivity analysis under various downside and upside scenarios, considering both operational risks and growth opportunities. Across the most reasonably foreseeable scenarios, the forecasts demonstrate adequate headroom, assuming the ability to match the timing of cash flows through the successful completion of either the additional bank funding or the agreement of a suitable repayment plan with HMRC. A letter of support has been provided which confirms the Group’s commitment to each entity within the Group to provide such support as is required to enable each entity to continue as a going concern for a period of 12 months from the date of approval of the financial statements for the year ended 31 March 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.

Statement of directors' responsibilities

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement 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 company'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 company'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 Healthcare Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

LE19 1RJ

24 December 2025

Turnover

4

969,397

439,552

Cost of sales

714,929

917,550

Gross profit/(loss)

254,468

(477,998

)

Administrative expenses

742,633

545,663

(488,165

)

(1,023,661

)

Other operating income

5

1,490,730

1,467,703

Gain/loss on revaluation of investment property

-

3,917,151

Operating profit

8

1,002,565

4,361,193

Income from shares in group undertakings

10

-

3,500,000

1,002,565

7,861,193

Interest payable and similar expenses

11

322,049

9,265

Profit before taxation

680,516

7,851,928

Tax on profit

12

221,043

1,103,697

Profit for the financial year

459,473

6,748,231

Other comprehensive income

-

-

Total comprehensive income for the year

459,473

6,748,231

Fixed assets

Tangible assets

14

538,525

607,398

Investments

15

1,160,160

1,160,160

Investment property

16

23,023,322

31,572,767

24,722,007

33,340,325

Current assets

Debtors

17

9,205,192

8,618,505

Cash at bank

54,373

1,100

9,259,565

8,619,605

Creditors

Amounts falling due within one year

18

(13,705,236

)

(24,936,378

)

Net current liabilities

(4,445,671

)

(16,316,773

)

Total assets less current liabilities

20,276,336

17,023,552

Creditors

Amounts falling due after more than one year

19

(11,769,397

)

(81,471

)

Provisions for liabilities

21

(3,716,883

)

(3,643,485

)

Net assets

4,790,056

13,298,596

Capital and reserves

Called up share capital

22

100

100

Retained earnings

23

4,789,956

13,298,496

Shareholders' funds

4,790,056

13,298,596

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

100

10,050,265

10,050,365

Changes in equity

Dividends

-

(3,500,000

)

(3,500,000

)

Total comprehensive income

-

6,748,231

6,748,231

Balance at 31 March 2024

100

13,298,496

13,298,596

Changes in equity

Dividends

-

(8,968,013

)

(8,968,013

)

Total comprehensive income

-

459,473

459,473

Balance at 31 March 2025

100

4,789,956

4,790,056

1.	STATUTORY INFORMATION

Rotherwood Healthcare 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 Company 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.

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. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

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

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Rotherwood Group Limited, registration number 09519658, as at 31 March 2025 and these financial statements may be obtained from 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.

Going concern

The financial statements show net assets of £4,790,056, net current liabilities of £4,445,671 and profit of £459,473.

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

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

The Parent Group maintained sufficient cash flows during 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 Parent Group has already taken significant steps to strengthen its financial position and liquidity.

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

The Directors of the Parent Group have prepared detailed monthly cash flow forecasts through to 31 March 2028. These forecasts include sensitivity analysis under various downside and upside scenarios, considering both operational risks and growth opportunities. Across the most reasonably foreseeable scenarios, the forecasts demonstrate adequate headroom, assuming the ability to match the timing of cash flows through the successful completion of either the additional bank funding or the agreement of a suitable repayment plan with HMRC. A letter of support has been provided which confirms the Group’s commitment to each entity within the Group to provide such support as is required to enable each entity to continue as a going concern for a period of 12 months from the date of approval of the financial statements for the year ended 31 March 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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

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

-

the amount of revenue can be measured reliably;

-

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

-

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

-

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

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.

Leased assets: the Company as lessee

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

Finance costs

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

Tangible fixed assets

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

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

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

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

Depreciation is provided on the following basis:

Motor vehicles

-

25% straight line

Fixtures and fittings

-

20% reducing balance

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

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

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

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Investment property

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

Financial instruments

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

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

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

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

Basic financial assets

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

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

Other financial assets

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

Impairment of financial assets

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

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

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

Financial liabilities

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

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

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

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

Other financial instruments

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

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 Statement of Comprehensive Income. 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 Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Current and deferred taxation

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

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

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

-

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

-

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

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

Defined contribution pension plan

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

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

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.

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.

Holiday pay accrual

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

Dividends

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

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

i) Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

ii) Impairment of assets

The Company makes an estimate of the recoverable value of assets. When assessing impairment of assets, management considers factors including the current credit rating of the debtor, the ageing profile of the debtors and historical experience, and in the case of intercompany debtors, the trading performance and cash generation expectations of the subsidiary to enable it to clear the debt.

4.

TURNOVER

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

2025

2024

£

£

Management charges

869,397

-

Rental income

100,000

439,552

969,397

439,552

All turnover arose within the United Kingdom.

5.	OTHER OPERATING INCOME

2025

2024

£

£

Rents received

20,730

27,703

Fees receivable

1,470,000

1,440,000

1,490,730

1,467,703

6.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was as follows:

2025

2024

All staff

2

2

7.	DIRECTORS' EMOLUMENTS

During the year, no director received any emoluments.

8.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

11,139

12,267

Depreciation - owned assets

167,526

187,988

Loss on disposal of fixed assets

8,534

11,632

9.	AUDITORS' REMUNERATION

During the period, fees payable to the Company's auditors for the audit of the Company's financial statements totalled £7,000. (2024: £7,000)

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

10.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2025

2024

£

£

Shares in group undertakings

-

3,500,000

11.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

297,927

-

Hire purchase

24,122

9,265

322,049

9,265

12.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

147,645

1,103,697

Deferred tax

73,398

-

Tax on profit

221,043

1,103,697

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

680,516

7,851,928

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

170,129

1,962,982

Effects of:

Expenses not deductible for tax purposes

4,229

1,327

Income not taxable for tax purposes

-

(875,000

)

Capital allowances in excess of depreciation

(28,847

)

(19,997

)

Adjustments to tax charge in respect of previous periods

-

31,477

Qualifying profit/loss on disposal

-

2,908

Non qualifying profit/loss on disposal

2,134

-

Deferred tax adjustment

73,398

-

Total tax charge

221,043

1,103,697