REGISTERED NUMBER: 15826926 (England and Wales)

FINANCIAL STATEMENTS

FOR THE PERIOD 9 JULY 2024 TO 31 MARCH 2025

FOR

ROTHERWOOD HEALTHCARE 2 LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Director:

J P F Fennell

Registered office:

First Floor

One Colton Square

Leicester

LE7 7LE

Registered number:

15826926 (England and Wales)

Auditors:

TC Group

1 Merus Court

Meridian Business Park

Leicester

Leicestershire

LE19 1RJ

Fixed assets

Investment property

4

10,893,752

Current assets

Debtors

5

1,921,897

Creditors

Amounts falling due within one year

6

(149,460

)

Net current assets

1,772,437

Total assets less current liabilities

12,666,189

Provisions for liabilities

(460,497

)

Net assets

12,205,692

Capital and reserves

Called up share capital

7

10,937,322

Retained earnings

1,268,370

Shareholders' funds

12,205,692

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 director and authorised for issue on 24 December 2025 and were signed by:

J P F Fennell - Director

1.	STATUTORY INFORMATION

Rotherwood Healthcare 2 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 as modified by the revaluation of certain assets.

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 £12,205,692, net current assets of £1,772,437 and profit of £1,268,370.

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.

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 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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

4.	INVESTMENT PROPERTY

Total

£

Fair value

Additions

9,051,765

Revaluations

1,841,987

At 31 March 2025

10,893,752

Net book value

At 31 March 2025

10,893,752

Investment properties were acquired from group companies during the period as part of a group reorganisation.

Freehold investment properties were revalued on 22nd April 2025. The valuation was completed by Cushman & Wakefield. The directors have confirmed that this valuation was accurate as at 31 March 2025.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured at £9,029,196.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

1,921,897

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

149,460

7.	CALLED UP SHARE CAPITAL

During the period the Company issued 10,937,322 ordinary shares of £1 each, fully paid, for non-cash consideration.

8.	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

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.

10.	POST BALANCE SHEET EVENTS

In July 2025, the Company 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.

11.	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.