REGISTERED NUMBER: 09541263 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

ROTHERWOOD HEALTHCARE (DORSET HOUSE)

LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

R C Claridge

J P F Fennell

Registered office:

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ

Registered number:

09541263 (England and Wales)

Auditors:

TC Group

1 Merus Court

Meridian Business Park

Leicester

LE19 1RJ

Fixed assets

Tangible assets

4

144,757

149,111

Current assets

Debtors

5

2,497,757

1,840,331

Cash at bank

21,480

8,754

2,519,237

1,849,085

Creditors

Amounts falling due within one year

6

(1,373,614

)

(898,092

)

Net current assets

1,145,623

950,993

Total assets less current liabilities

1,290,380

1,100,104

Provisions for liabilities

(30,378

)

(26,829

)

Net assets

1,260,002

1,073,275

Capital and reserves

Called up share capital

1

1

Retained earnings

1,260,001

1,073,274

1,260,002

1,073,275

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

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

1.	STATUTORY INFORMATION

Rotherwood Healthcare (Dorset House) 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" including the provisions of Section 1A "Small Entities" 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.

Going concern

The financial statements show net assets of £1,260,002, net current assets of £1,145,623 and profit of £186,727.

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 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.

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 basis.

Depreciation is provided on the following basis:

Fixtures and fittings

-

25% 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 immediately 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.

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 Statement of Comprehensive Income in the same period as the related expenditure.

Interest income

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

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.

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 Statement of Comprehensive Income. 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 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 40 (2024 - NIL ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

Cost

At 1 April 2024

321,264

Additions

35,309

At 31 March 2025

356,573

Depreciation

At 1 April 2024

172,153

Charge for year

39,663

At 31 March 2025

211,816

Net book value

At 31 March 2025

144,757

At 31 March 2024

149,111

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

47,580

20,997

Amounts owed by group undertakings

1,510,276

1,130,419

Other debtors

928,872

684,021

Prepayments and accrued income

11,029

4,894

2,497,757

1,840,331

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

94,924

91,008

Amounts owed to group undertakings

938,360

460,199

Tax

81,201

109,415

Social security and other taxes

17,625

34,828

Other creditors

98,552

97,528

Accruals and deferred income

142,952

105,114

1,373,614

898,092

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Shiran Wynter (ACA) (Senior Statutory Auditor)

for and on behalf of TC Group

8.	CONTINGENT LIABILITIES

During the 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, a fellow group company, following the implementation of Welfare Contract Restructuring, resulting in the submission of a voluntary disclosure and error correction to HMRC. The error related to the partial exemption methodology and resulted in an underpayment of VAT over a historical period. Rotherwood Healthcare (Dorset House) Limited forms a VAT group with Rotherwood Training and Development Limited, and therefore, the VAT liability is recoverable against all companies within the VAT group on a joint and several basis. The total VAT obligations within the Group as at 31 March 2025 was £5,357,905.

At the time of signing the financial statements, HMRC has yet to conclude its review of the disclosure and has not issued a determination in respect of any potential penalties that may be applied. As such, there remains a potential liability for additional amounts, the quantum and likelihood of which cannot be reliably estimated at this stage, which the Company may be jointly and severally liable to in addition to the principal amount detailed above.

As at 31 March 2025 there is no outstanding cross guarantee with HSBC UK PLC. This guarantee, which existed at 31 March 2024, made Rotherwood Healthcare (Dorset House) Limited jointly liable for any bank liabilities incurred within the Rotherwood Group and its subsidiaries. The total liability under this arrangement as at 31 March 2025 is £Nil (2024: £12,712,061).

Triodos Bank UK Limited registered a fixed and floating charge over certain property and undertakings of the Group and certain of its subsidiaries as security under an intergroup cross guarantee arrangement.

The Parent Group has, since the reporting date, via a separate sub-group, secured a £5,500,000 loan facility which, together with ongoing working capital and the anticipated sale of two non-core land holdings, is expected to cover the VAT liabilities already included in the Parent Group’s financial statements, and any penalties that may be incurred.

9.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available under FRS 102 section 1AC.35 not to disclose transactions with wholly owned members of the group.

Amounts owed from other related parties at the year end totalled £928,872 (2024 - £676,487).

Amounts owed to other related parties at the year end totalled £1,000 (2024 - £Nil).

All transactions are considered to be at arm's length.

10.	ULTIMATE CONTROLLING PARTY

The parent preparing consolidated accounts for the smallest and largest Group of which the Company is a member is Rotherwood Group Limited. The registered office is 11 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.

11.	PRIOR YEAR ADJUSTMENTS

During the year, the directors identified that prior year debtor balances were misclassified. Amounts owed from related parties of £676,487 had been included within amounts owed by group undertakings instead of other debtors. These balances have now been restated to other debtors in the prior year comparatives. The related party disclosures remain unchanged, as the prior year note correctly identified the balance as owed from other related parties.

Comparative figures in the trading and profit and loss account have also been restated to improve the presentation of Cost of sales. Subcontract labour of £222,712, previously included within gross wages, is now shown separately.

The above adjustments are presentational reclassifications only and have no impact on net assets, profit or loss, or opening retained earnings.