Company registration number 13229499 (England and Wales)
BERKLEY CARE GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BERKLEY CARE GROUP LTD
COMPANY INFORMATION
Directors
S Devon
(Appointed 13 September 2024)
L S J Smith
L J Perry
Company number
13229499
Registered office
Unit 10b, Six Business Park
Clayfield Road
Worcester
WR4 0AE
Auditor
Bishop Fleming Audit Limited
10 Temple Back
Bristol
United Kingdom
BS1 6FL
BERKLEY CARE GROUP LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 37
BERKLEY CARE GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The principal activity of the company was to act as a holding company for a number of direct subsidiaries that are engaged in operating nursing and residential homes for the elderly. These financial statements are consolidated financial statement of the Company and its subsidiaries. This is the Group's first set of consolidated accounts. Prior year consolidated accounts were unaudited.

Review of the business

In 2023, the company continued the acquisition of 5 operating businesses increasing its total to 12 care homes. An impairment review was carried out at 31 December 2023 and the investment in subsidiaries was written down to £25,716,497 with an impairment loss of £23,466,845 recognised in the profit and loss account.

2024 was a year of significant change for Berkley Care Group Ltd. Prior to the sale of Berkley Care Group Ltd by Clariane SE to Neptune Opco Bidco Ltd on 10 April 2024, the Group underwent a rationalisation of intercompany debts, receivables and cash balances involving the assignment and novation of certain intercompany receivables and debts and the discharge and satisfaction of certain payment obligations between the parties. As a result of the rationalisation, a capital contribution of £84,265,692 arose in Berkley Care Group Ltd in 2024.

The Group's turnover for 2024 was £60,579,113 (2023: £52,218,280). The growth in turnover is supported by the inflationary increase in average weekly fees and improved occupancy levels. The Group's loss for the year after tax amounted to £9,963,987 (2023: £51,692,143). The Group's Earnings before interest, tax, depreciation and amortisation (EBITDA) was a loss of £392,787 (2023: £1,472,757) arising as a result of one off costs incurred as a result of the restructuring and rationalisation. The Group's profitability improved in 2025. At the balance sheet date, the Group had net assets of £17,014,685 (2023: Net liabilities of £57,287,020).

Principal risks and uncertainties

The Group is subject to a number of risks and uncertainties. Management consider that the key risks and uncertainties arise as a result of underfunding in social care in the UK and policy changes such as continued increases in the National Living Wage, making it difficult to plan and mitigate for such policies effectively. There remain risks regarding the UK Government's wider migration policy. With new rules to prioritise recruiting international care workers already in England before recruiting from overseas, it can add additional resources to the Group's ability to recruit sufficient staff.

Description of principal risks

Reputational risk

Significant failure in a home or a major incident would harm our reputation and impact on our ability to attract new residents and retain and attract the best staff. To mitigate this, we have an effective governance systems and processes designed to deliver the highest level of care.

Regulatory risk and Health and safety

Failure to operate within the legal and regulatory standards could affect the health and safety of our residents, staff and visitors. Our deep commitment to health and safety in our homes is supported through training, development and educational offerings to incorporate the latest industry knowledge, emerging best practices and regulatory requirements.

BERKLEY CARE GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Financial risk

The Group is exposed to price risk, credit risk and liquidity risk.

The Group has exposure to general price risk resulting from inflationary pressures. The Group has implemented policies to ensure it gets value for money from its service providers while providing the highest quality of service to its residents.

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. The main area where the Group is exposed to credit risk is in relation to amounts due from residents, which are regularly monitored and considered for recoverability. The risk in relation to these balances being recoverable is not considered to be material.

Liquidity risk is the risk that cash may not be available to pay obligations when due. The Company has no external debt financing. The Company has access to financing from fellow group companies that is designed to ensure it has sufficient available funds to meet its obligations as they fall due. The Group also has significant lease commitment. In order to ensure our suppliers are paid on a timely basis, the Group proactively monitors, reforecasts and accelerates inflows while managing outflows.

Development and performance

12 care homes operate as part of the Berkley Care Group (BCG) business, which is the UK's leading award-winning luxury care home provider. The Group of care homes can accommodate 805 residents and the average occupancy is 84%. 86% of the residents are privately funded as of 31 December 2024.

The Group remains committed to paying employees above the National Living Wage, which has contributed to an increase in the cost base. Furthermore, from April 2025, an increase in employer national insurance contributions will result in increased staff cost. Notwithstanding the cost and inflationary pressures, with our focus on quality care delivery and the private pay market, we are confident in the Group’s future performance and success. This includes ongoing investment in the maintenance and improvement of our current homes as well as expansion through the development of new quality care homes.

Key performance indicators

The key performance indicators used by the group include turnover, EBITDA and profit for the year. The group is forecasted to increase turnover and improve profitability in 2025. EBITDA relates to earnings before interest, tax, depreciation and amortisation, and is calculated as such from figures as stated within these accounts. Key performance indicators are constantly monitored, analysed and reviewed on a regular basis.

Non financial indicators are average occupancy, staff turnover and residents and their relatives' satisfaction. In 2024, our average occupancy is 84%, staff turnover is 35% and the overall satisfaction of our residents and their relatives' is 8.3 over 10. Our aim is to increase occupancy through targeted and effective marketing, maintain staff turnover to a low level by investing in our people and paying above National Living Wage rate and continue to provide the best quality care and experience to our residents.

Section 172 statement
The directors have acted in accordance with their legal duties, including their duty to act in the way in which they consider in good faith, would be most likely to promote the success of the Group for the benefit of its members, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006. The directors make decisions to promote the long term growth and success of the Group not only for the benefit of the shareholders but also for the benefit of the staff and all other key shareholders.
Residents

Our residents are at the heart of all that we do. Our mission is to empower people to live well today and thrive tomorrow. We do this by providing the highest quality care with a focus on wellbeing and happiness of each of our residents. The Board values reviews and feedback from the residents and their families. Reviews and feedback enable us to understand the residents' experience better and tailor and improve our services to meet their needs.

BERKLEY CARE GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Employees

Our employees are key to supporting residents, living our values and the long term success of the Group. It is our people that make Berkley a fantastic place to work. The Board is committed to the happiness and interests of our people. We have established a culture where all staff members are encouraged to voice their observations and concerns. This boosts accountability at every level, allowing us to foster a safe environment for both residents and staff. Open dialogues and feedback mechanisms ensure that we learn from experiences and continually adapt our practices to enhance care quality.

As our team members embrace the principles of trust, responsibility, and innovation, they become more engaged in their roles. This engagement not only improves care quality but also enhances job satisfaction and staff retention. We believe that when team members feel empowered and valued, they are more likely to provide the compassionate care that our residents deserve.

Regulators

Our homes are regulated by the Care Quality Commission (CQC), which plays a vital role in ensuring that the fundamental standards of care are consistently met and maintained. At Berkley, we are deeply committed to the health, safety, and welfare of our residents, which is reflected in our effective governance systems and processes designed to deliver the highest level of care. We focus on treating all residents with dignity and respect, fostering an environment where their needs and preferences are prioritised.
The Board's commitment to achieving the highest standards of compliance with CQC standards is unwavering. We believe in an open, transparent, and honest relationship with CQC and actively engage with them to ensure we fulfil regulatory requirements. By maintaining this collaborative relationship, we demonstrate responsibility, addressing any concerns or issues that arise promptly and effectively.

Collaboration with local authorities (LA) strengthens our commitment to quality. By working closely with these entities, we align our care practices with community health needs and regulations, ensuring that we serve our populations effectively. This responsible partnership not only enhances our compliance but also enables us to stay at the forefront of best practices in the field.

Suppliers

We have a strong working relationship with our suppliers and partners who support our business and help us deliver high quality services to our residents. The Board is committed to tackling modern slavery within our contract and supply chain management operations and as such, where suspicions are raised, we assess the risk profile of the supplier within our due diligence processes.

On behalf of the board

S Devon
Director
1 April 2026
BERKLEY CARE GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Devon
(Appointed 13 September 2024)
L S J Smith
L J Perry
S F F Mingham
(Resigned 10 April 2024)
J Noe
(Resigned 10 April 2024)
S E Penfold
(Resigned 23 February 2024)
C M C Pinel De Golleville
(Resigned 10 April 2024)
Directors' insurance

The group maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.

Financial instruments

The Group is exposed to financial risk through its financial assets and its financial liabilities. Financial risk is covered in the Strategic report.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Post reporting date events

There have been no significant events affecting the Group since the year end.

Future developments

Details of future developments are provided in the Strategic report.

Energy and carbon report

The Group supports the drive for sustainable business and reducing the impact on the environment. The Group is required to make disclosures under Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

BERKLEY CARE GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
6,754,366
6,423,673
- Electricity purchased
3,024,009
2,847,898
- Fuel consumed for transport
58,196
12,665
9,836,571
9,284,236
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
675.00
642.00
- Fuel consumed for owned transport
-
-
675.00
642.00
Scope 2 - indirect emissions
- Electricity purchased
302.00
285.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
6.00
1.00
Total gross emissions
983.00
928.00
Intensity ratio
Tonnes CO2e/revenue (£m)
16.24
17.9
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per revenue (£m), the recommended ratio for the sector.

Measures taken to improve energy efficiency

We have installed electric vehicle chargers and smart meters across all sites and increased video conferencing technology for staff meetings, to reduce the need for travel between sites. We have also switched all our fleet to either electric or hybrid cars.

BERKLEY CARE GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

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

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
S Devon
Director
1 April 2026
BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BERKLEY CARE GROUP LTD
- 7 -

Disclaimer of opinion

We were engaged to audit the financial statements of Berkley Care Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).

We do not express an opinion on the accompanying financial statements of the Group. Because of the significance of the matter described in the 'Basis for Disclaimer of Opinion' section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

In the prior year, certain subsidiaries of the Group had a disclaimer of audit opinion. This was due to certain subsidiaries not maintaining adequate books and records; these subsidiaries were material to the Group. We have not been able to obtain sufficient audit evidence over the opening balances of these subsidiaries in connection with the year ended 31 December 2023 and therefore over any potential linked impact on the Group Statement of Comprehensive Income for the year ended 31 December 2023. As we cannot quantify the effects of this on the comparable period within the financial statements we are issuing a disclaimer of opinion.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

- the information given in the Strategic and Directors' Reports for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic and Directors' Reports have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, 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 performed subject to the pervasive limitation described above, we have not identified material misstatements in the Strategic and Directors' Report.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we have unable to determine if the financial statements are not in agreement with the accounting records and returns; and

- we were unable to determine whether adequate accounting records have been kept

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

- returns adequate for our audit have not been received from branches not visited by us; or

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

- the directors were not entitled to prepare the financial statements in accordance with the small companies’ regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BERKLEY CARE GROUP LTD
- 8 -
Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Group’s and the parent Company’s financial statements in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law and to issue an auditor’s report.

However, because of the matters described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements.

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Report on other legal and regulatory requirements

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

- the nature of the industry and sector, control environment and business performance;

- the results of our enquiries of management and the directors about their own identification and assessment of the risk of irregularities;

- any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:

  - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

  - detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and

  - the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the

organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud.

In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the

financial statements but compliance with which may be fundamental to the Group’s ability to operate or to

avoid a material penalty. These included health and safety, employment and Care Quality Commission regulations.

BERKLEY CARE GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BERKLEY CARE GROUP LTD
- 9 -

Our planned procedures to respond to the risks identified included the following:

- undertaking various substantive tests of detail in relation to the recognition of revenue;

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation claims;

- reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

These procedures were considered at both the parent and subsidiary level as appropriate.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters

The consolidated numbers within the comparable period in the financial statements have not been audited.

Use of our report

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

John Talbot (Senior Statutory Auditor)
For and on behalf of Bishop Fleming Audit Limited, Statutory Auditor
Chartered Accountants
10 Temple Back
Bristol
BS1 6FL
United Kingdom
8 April 2026
BERKLEY CARE GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Unaudited
Notes
£
£
Turnover
3
60,579,113
52,218,280
Cost of sales
(37,316,011)
(31,196,813)
Gross profit
23,263,102
21,021,467
Administrative expenses
(32,231,318)
(27,207,232)
Other operating income
100
-
Exceptional item: impairment of goodwill
4
-
0
(42,755,098)
Operating loss
5
(8,968,116)
(48,940,863)
Interest receivable and similar income
9
1,107
48,744
Interest payable and similar expenses
10
(438,179)
(3,244,595)
Loss before taxation
(9,405,188)
(52,136,714)
Tax on loss
11
(558,799)
444,571
Loss for the financial year
(9,963,987)
(51,692,143)
Loss for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.

The notes on pages 17 to 37 form part of these financial statements.

BERKLEY CARE GROUP LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Unaudited
Notes
£
£
£
£
Fixed assets
Goodwill
12
17,590,368
24,962,596
Other intangible assets
12
29,364
119,165
Total intangible assets
17,619,732
25,081,761
Tangible assets
13
3,924,797
2,705,110
21,544,529
27,786,871
Current assets
Stocks
16
116,291
116,291
Debtors
17
15,215,603
20,976,213
Cash at bank and in hand
2,466,993
5,100,259
17,798,887
26,192,763
Creditors: amounts falling due within one year
18
(22,032,648)
(54,509,769)
Net current liabilities
(4,233,761)
(28,317,006)
Total assets less current liabilities
17,310,768
(530,135)
Creditors: amounts falling due after more than one year
19
-
(56,558,068)
Provisions for liabilities
Provisions
22
70,000
-
0
Deferred tax liability
23
226,083
198,817
(296,083)
(198,817)
Net assets/(liabilities)
17,014,685
(57,287,020)
Capital and reserves
Called up share capital
26
2,278,007
2,278,007
Capital contribution reserve
84,265,692
-
0
Profit and loss reserves
(69,529,014)
(59,565,027)
Total equity
17,014,685
(57,287,020)

The notes on pages 17 to 37 form part of these financial statements.

BERKLEY CARE GROUP LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 1 April 2026 and are signed on its behalf by:
01 April 2026
S Devon
Director
Company registration number 13229499 (England and Wales)
BERKLEY CARE GROUP LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
29,364
119,165
Tangible assets
13
46,692
76,507
Investments
14
25,716,497
25,716,497
25,792,553
25,912,169
Current assets
Debtors
17
41,401,259
1,125,405
Cash at bank and in hand
146,588
319,397
41,547,847
1,444,802
Creditors: amounts falling due within one year
18
(19,036,531)
(42,305,497)
Net current assets/(liabilities)
22,511,316
(40,860,695)
Total assets less current liabilities
48,303,869
(14,948,526)
Creditors: amounts falling due after more than one year
19
-
(16,977,801)
Net assets/(liabilities)
48,303,869
(31,926,327)
Capital and reserves
Called up share capital
26
2,278,007
2,278,007
Capital contribution reserve
84,265,692
-
0
Profit and loss reserves
(38,239,830)
(34,204,334)
Total equity
48,303,869
(31,926,327)

The notes on pages 17 to 37 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £4,035,496 (2023 - £28,623,953 loss).

The financial statements were approved by the board of directors and authorised for issue on 1 April 2026 and are signed on its behalf by:
01 April 2026
S Devon
Director
Company registration number 13229499 (England and Wales)
BERKLEY CARE GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023 (unaudited)
2,278,002
-
(7,872,884)
(5,594,882)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(51,692,143)
(51,692,143)
Issue of share capital
26
5
-
-
5
Balance at 31 December 2023 (unaudited)
2,278,007
-
(59,565,027)
(57,287,020)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(9,963,987)
(9,963,987)
Transfers
-
84,265,692
-
84,265,692
Balance at 31 December 2024
2,278,007
84,265,692
(69,529,014)
17,014,685

The notes on pages 17 to 37 form part of these financial statements.

BERKLEY CARE GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
2,278,007
-
(5,580,381)
(3,302,374)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(28,623,953)
(28,623,953)
Balance at 31 December 2023
2,278,007
-
(34,204,334)
(31,926,327)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
(4,035,496)
(4,035,496)
Transfers
-
84,265,692
-
84,265,692
Balance at 31 December 2024
2,278,007
84,265,692
(38,239,830)
48,303,869

The notes on pages 17 to 37 form part of these financial statements.

BERKLEY CARE GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Unaudited
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
25,853,286
(41,803,783)
Income taxes paid
-
(134,668)
Net cash inflow/(outflow) from operating activities
25,853,286
(41,938,451)
Investing activities
Purchase of business
-
(37,776,803)
Cash acquired on acquisition
-
5,915,458
Purchase of intangible assets
-
(39,719)
Purchase of tangible fixed assets
(2,332,987)
(2,170,391)
Interest received
1,107
48,744
Net cash used in investing activities
(2,331,880)
(34,022,711)
Financing activities
Proceeds from issue of shares
-
5
Repayment of borrowings
(25,716,493)
-
Proceeds from new loans
-
56,558,068
Payment of finance leases obligations
-
(6,159)
Interest paid
(438,179)
(3,244,595)
Net cash (used in)/generated from financing activities
(26,154,672)
53,307,319
Net decrease in cash and cash equivalents
(2,633,266)
(22,653,843)
Cash and cash equivalents at beginning of year
5,100,259
27,754,102
Cash and cash equivalents at end of year
2,466,993
5,100,259

The notes on pages 17 to 37 form part of these financial statements.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information

Berkley Care Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 10b, Six Business Park, Clayfield Road, Worcester WR4 0AE.

The Group consists of Berkley Care Group Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Berkley Care Group Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

The Group has net current liabilities of £4,233,761 and current liabilities of £22,032,648. Given the Group's business model, the current liabilities include a significant level of accounting entries which the Directors do not expect to translate to cash outflows, such as amounts due to entities which can be offset against current receivables from entities within the same ownership group, and deposits and amounts paid in advance by residents. Overall, the Directors manage trade and other working capital cash outflows against cash inflows which are regularly received from residents to enable the Group to operate within its current facilities, and the Directors are satisfied that sufficient headroom exists within this model to allow for a reasonable downside whilst still meeting working capital cash outflow requirements. The Group has an operating loss in the period of £8,968,116. However, due to the nature of the business and its operating model, earnings before interest, taxation, depreciation and amortisation (EBITDA) is a more relevant measure, and more in line with cash generation. The Group is forecasting positive EBITDA as it continues to carefully manage its operations as outlined in the strategic report.

The assumptions underpinning this include the Group continuing to be able to manage its working capital on this basis, the operating model not significantly changing, including no significant adverse changes to forecast occupancy rates and operating margins. Furthermore treasury management is undertaken on a group wide basis, from the perspective of the ultimate parent undertaking, Neptune Opco Bidco Limited, and each entity within this group has confirmed that it will provide such support as is necessary to enable their working capital requirements to be met for a period of at least 12 months from the date of approval of these financial statements.

The directors have prepared and reviewed the cash flow forecasts collectively for the entities which make up the Berkley Care Group for the next 12 months from the date of approval of these financial statements and are confident the Group can meet its liabilities as they fall due. At the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is measured as the consideration specified in a contract with a resident and is recognised when control of a service is transferred to a resident.

The Group's revenue is from resident care fees that typically relate to services that have fixed transaction prices and there is generally no significant judgement required when considering the time pattern of revenue recognition. Every resident has an individual contract that specifies the service being provided, being the performance obligation and the transaction price. The performance obligation is the provision of care which is satisfied over the period of the contract as such the turnover is recognised as the service is transferred to the resident.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
over 4 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
2% - 25% straight line
Plant and equipment
10% - 25% straight line
Fixtures and fittings
20% - 25% straight line
Computers
25% - 50% straight line
Motor vehicles
20% - 25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Debt due to a shareholder which is forgiven is treated as a capital contribution to equity.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Determining useful economic lives of goodwill

The group amortises goodwill over the maximum useful life of 10 years as it is not possible to reliably estimate its useful life.

Fair value of net assets acquired

In accordance with business combination accounting, the Group allocated the purchase price of acquired assets and liabilities based on their estimated fair values. Such valuations require management to make estimates and assumptions. Management concluded the book value of net assets acquired is equal to its fair value. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Care homes operations
60,579,113
52,218,280
2024
2023
£
£
Other revenue
Interest income
1,107
48,744
4
Exceptional item: Impairments
2024
2023
£
£
Expenditure
Impairment losses in respect of goodwill
-
42,755,098
-
42,755,098

The impairment losses in respect of financial assets are recognised in the profit and loss account.

5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Depreciation of owned tangible fixed assets
1,113,300
601,245
Amortisation of intangible assets
7,462,029
7,057,277
Impairment of intangible assets
-
0
42,755,098
Operating lease charges
11,785,602
9,262,529
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
30,065
19,827
Audit of the financial statements of the company's subsidiaries
191,209
238,060
221,274
257,887
For other services
Taxation compliance services
54,850
36,000
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
3
2
3
2
Administration and support
83
86
24
22
Care
1,076
949
-
-
Total
1,162
1,037
27
24

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
28,551,128
22,629,180
2,268,083
1,699,719
Social security costs
2,107,188
1,509,675
288,752
215,373
Pension costs
654,695
511,475
165,947
136,099
31,313,011
24,650,330
2,722,782
2,051,191
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
800,058
292,240
Company pension contributions to defined contribution schemes
75,679
26,610
875,737
318,850
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Directors' remuneration
(Continued)
- 27 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
408,747
205,927
Company pension contributions to defined contribution schemes
34,000
13,333
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,107
47,366
Other interest income
-
1,378
Total income
1,107
48,744
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,107
47,366
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
187,191
1,101,343
Other finance costs:
Interest on finance leases and hire purchase contracts
-
212
Other interest
250,988
2,143,040
Total finance costs
438,179
3,244,595
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
81,572
510,973
Adjustments in respect of prior periods
174,738
-
0
Total current tax
256,310
510,973
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
2024
2023
£
£
(Continued)
- 28 -
Deferred tax
Origination and reversal of timing differences
302,489
(955,544)
Total tax charge/(credit)
558,799
(444,571)

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(9,405,188)
(52,136,714)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(2,351,297)
(12,262,555)
Tax effect of expenses that are not deductible in determining taxable profit
204,749
303,547
Tax effect of utilisation of tax losses not previously recognised
4,007
-
0
Adjustments in respect of prior years
185,029
(73,010)
Effect of change in corporation tax rate
-
(148,688)
Group relief
-
0
(64,523)
Permanent capital allowances in excess of depreciation
229,711
450,055
Amortisation on assets not qualifying for tax allowances
1,185,165
1,075,406
Other permanent differences
515,875
9,740,731
Under/(over) provided in prior years
2,115
-
0
Deferred tax adjustments in respect of prior years
809,073
-
0
Movement in deferred tax not recognised
(224,333)
1,374,830
Other tax adjustments, reliefs and transfers
(1,295)
(840,364)
Taxation charge/(credit)
558,799
(444,571)
12
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
75,764,539
346,750
76,111,289
Amortisation and impairment
At 1 January 2024
50,801,943
227,585
51,029,528
Amortisation charged for the year
7,372,228
89,801
7,462,029
At 31 December 2024
58,174,171
317,386
58,491,557
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 29 -
Carrying amount
At 31 December 2024
17,590,368
29,364
17,619,732
At 31 December 2023
24,962,596
119,165
25,081,761
Company
Software
£
Cost
At 1 January 2024 and 31 December 2024
346,750
Amortisation and impairment
At 1 January 2024
227,585
Amortisation charged for the year
89,801
At 31 December 2024
317,386
Carrying amount
At 31 December 2024
29,364
At 31 December 2023
119,165
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2024
246,280
509,053
5,187,213
562,933
107,961
6,613,440
Additions
77,187
130,066
2,040,137
85,597
-
0
2,332,987
At 31 December 2024
323,467
639,119
7,227,350
648,530
107,961
8,946,427
Depreciation and impairment
At 1 January 2024
31,437
206,812
3,331,448
236,658
101,975
3,908,330
Depreciation charged in the year
53,878
111,327
812,126
131,150
4,819
1,113,300
At 31 December 2024
85,315
318,139
4,143,574
367,808
106,794
5,021,630
Carrying amount
At 31 December 2024
238,152
320,980
3,083,776
280,722
1,167
3,924,797
At 31 December 2023
214,843
302,241
1,855,765
326,275
5,986
2,705,110
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Tangible fixed assets
(Continued)
- 30 -
Company
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
59,073
88,847
147,920
Additions
4,575
3,643
8,218
At 31 December 2024
63,648
92,490
156,138
Depreciation and impairment
At 1 January 2024
34,451
36,962
71,413
Depreciation charged in the year
15,285
22,748
38,033
At 31 December 2024
49,736
59,710
109,446
Carrying amount
At 31 December 2024
13,912
32,780
46,692
At 31 December 2023
24,622
51,885
76,507
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
25,716,497
25,716,497
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
49,183,342
Impairment
At 1 January 2024 and 31 December 2024
23,466,845
Carrying amount
At 31 December 2024
25,716,497
At 31 December 2023
25,716,497
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Berkley Care Leycester House Holdco Limited
1
Ordinary
100.00
-
Berkley Care Leycester House Parentco Limited
1
Ordinary
0
100.00
Berkley Care Leycester House Limited
1
Ordinary
0
100.00
Berkley Care Blenheim Limited
1
Ordinary
100.00
-
Berkley Care Portobello Place Limited
1
Ordinary
100.00
-
Berkley Care Burcot Lodge Limited
1
Ordinary
100.00
-
Berkley Care Badminton Place Limited
1
Ordinary
100.00
-
Berkley Care Fernhill Limited
1
Ordinary
100.00
-
Berkley Care Cedar Mews Limited
1
Ordinary
100.00
-
Berkley Care Cumnor Hill House Limited
1
Ordinary
100.00
-
Berkley Care Burcot Grange Limited
1
Ordinary
100.00
-
Berkley Care Jubilee House Limited
1
Ordinary
100.00
-
Berkley Care Shinfield Limited
1
Ordinary
100.00
-
Berkley Care Ryefield Limited
1
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
Unit 10b Six Business Park Clayfield Road Worcester WR4 0AE
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Subsidiaries
(Continued)
- 32 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Berkley Care Leycester House Holdco Limited
(45,145)
(2,977)
Berkley Care Leycester House Parentco Limited
(46,075)
(2,977)
Berkley Care Leycester House Limited
1,336,018
40,384
Berkley Care Blenheim Limited
3,263,411
(42,266)
Berkley Care Portobello Place Limited
(1,133,534)
573,217
Berkley Care Burcot Lodge Limited
625,315
380,254
Berkley Care Badminton Place Limited
(4,209,337)
(761,662)
Berkley Care Fernhill Limited
1,991,277
(354,854)
Berkley Care Cedar Mews Limited
3,305,506
554,539
Berkley Care Cumnor Hill House Limited
(2,330,249)
(485,043)
Berkley Care Burcot Grange Limited
(1,933,340)
85,213
Berkley Care Jubilee House Limited
(702,326)
46,632
Berkley Care Shinfield Limited
(4,253,276)
(915,032)
Berkley Care Ryefield Limited
(2,198,914)
(303,260)
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
116,291
116,291
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,507,065
3,334,551
1,412,454
-
0
Corporation tax recoverable
14,544
-
0
-
0
-
0
Amounts owed by group undertakings
267,665
15,144,135
39,725,251
708,131
Other debtors
9,813,794
250,599
167,494
370,123
Prepayments and accrued income
1,612,535
926,482
96,060
47,151
15,215,603
19,655,767
41,401,259
1,125,405
Deferred tax asset (note 23)
-
0
1,320,446
-
0
-
0
15,215,603
20,976,213
41,401,259
1,125,405
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
21
5,167
5,167
-
0
-
0
Trade creditors
4,622,194
2,383,809
205,091
63,339
Amounts owed to group undertakings
-
0
43,225,554
11,505,431
28,457,332
Corporation tax payable
46,776
937,213
-
0
-
0
Other taxation and social security
548,991
624,579
61,226
53,108
Other creditors
11,889,596
3,749,414
6,914,974
13,540,094
Accruals and deferred income
4,919,924
3,584,033
349,809
191,624
22,032,648
54,509,769
19,036,531
42,305,497
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Amounts owed to group undertakings
20
-
0
56,558,068
-
0
16,977,801

On 10 November 2022, Birstall Care Holdings Limited and Burcot Holdings Limited granted a loan of £10,968,747 and £4,922,977 to Berkley Care Group Ltd respectively. The loans are repayable between 2 and 5 years and bears interest at SONIA plus 2.35%.

Following the business purchase on 1 January 2023, Burcot Grange Care Home Care Limited issued a loan of £2,543,110 to Berkley Care Burcot Grange Limited. The loan carries an interest rate of SONIA + 2.35% and is repayable within 4 years. The principal amount aligns with the intercompany consideration agreed upon as part of the business purchase.

On purchase of the business of Active Lives Care Ltd, a loan of £8,992,457 was transferred to Berkley Care Cumnor Hill House Limited. The loan carries an interest rate of SONIA + 2.35% and is repayable between 2 and 5 years. The principal amount aligns with the intercompany consideration agreed upon as part of the business transfer.

Following the business transfer on 16 May 2023, Shinfield Lodge Care Limited issued a loan of £16,914,606 to Berkley Care Shinfield Limited. The loan carries an interest rate of SONIA + 2.35% and is repayable between 2 and 5 years. The principal amount aligns with the intercompany consideration agreed upon as part of the business transfer.

Following the business transfer on 15 February 2023, Ryefield Court Care Limited issued a loan of £9,326,630 to Berkley Care Ryefield Limited. The loan carries an interest rate of SONIA + 2.35% and is repayable between 2 and 5 years. The principal amount aligns with the intercompany consideration agreed upon as part of the business transfer.

All the loans were repaid by the Group companies on 10 April 2024.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Amounts owed to group undertakings
-
0
56,558,068
-
0
16,977,801
Payable after one year
-
0
56,558,068
-
0
16,977,801

See Note 19 for terms of the loans.

21
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
5,167
5,167
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

22
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
70,000
-
-
-
Movements on provisions:
Group
£
Additional provisions in the year
70,000
BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
226,083
198,817
-
-
Tax losses
-
-
-
1,320,446
226,083
198,817
-
1,320,446
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(1,121,629)
-
Charge to profit or loss
303,513
-
Other
1,044,199
-
Liability at 31 December 2024
226,083
-
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
654,695
511,475

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

25
Share-based payment transactions

During 2022, some of the employees participated in a group wide equity settled share based payment scheme called Korus. The share based payment scheme is operated and settled by the parent company Clariane SE (formerly Korian S.A.). 1,652 of equity instruments were granted in 2022. The weighted average fair value of those instruments at the measurement date was £7.57.

Under the scheme, employees have been given the option to acquire Korian shares under preferential terms. Employees who joined the scheme in 2022 benefitted from 15% discount on the purchase price and received an additional sum equal to the amount invested (up to EUR 200) referred to as a matching contribution, to buy extra shares. The vesting period is 5 years except in the event of an early release (on resignation).

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Share-based payment transactions
(Continued)
- 36 -
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
1,299
1,566
7.57
7.57
Forfeited
(351)
(267)
7.57
7.57
Outstanding at 31 December 2024
948
1,299
7.57
-
Exercisable at 31 December 2024
-
-
-
-

No share based payment charge has been posted due to immateriality.

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,278,007
2,278,007
2,278,007
2,278,007
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
13,077,714
11,378,755
47,250
46,627
Between two and five years
52,116,351
48,529,651
13,075
60,325
In over five years
150,686,490
126,348,190
-
-
215,880,555
186,256,596
60,325
106,952
28
Related party transactions

Transactions entered between 100% owned companies are not disclosed.

L S J Smith and L J Perry are also directors of Neptune Opco Bidco Ltd, which is the new parent entity.

In 2022, L S J Smith and J Perry acquired 46 Clariane SE (formally Korian S.A.) shares each under the Korus scheme. The fair value of the shares at grant date was £393 each.

BERKLEY CARE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
29
Controlling party

On 10 April 2024, Clariane SE sold its activities in the United Kingdom to Neptune Opco Bidco Ltd. As of that date Neptune Opco Bidco Ltd became the ultimate parent of the Company.

The smallest group that prepares consolidated statutory accounts including the company is headed by Berkley Care Group Ltd and the largest group that prepares consolidated statutory accounts including the company is Neptune Opco Bidco Ltd. Copies of the consolidated financial statements are available from its registered office: Unit 10b, Six Business Park, Clayfield Road, Worcester WR4 0AE.

There is no ultimate controlling party.

30
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Loss after taxation
(9,963,987)
(51,692,143)
Adjustments for:
Taxation charged/(credited)
558,799
(444,571)
Finance costs
438,179
3,244,595
Investment income
(1,107)
(48,744)
Amortisation and impairment of intangible assets
7,462,029
49,812,375
Depreciation and impairment of tangible fixed assets
1,113,300
601,245
Increase in provisions
70,000
-
Movements in working capital:
Increase in debtors
(10,421,761)
(10,448,607)
Increase/(decrease) in creditors
36,597,834
(32,827,933)
Cash generated from/(absorbed by) operations
25,853,286
(41,803,783)
31
Analysis of changes in net funds/(debt) - group
1 January 2024
Cash flows
Other non-cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
5,100,259
(2,633,266)
-
2,466,993
Borrowings excluding overdrafts
(56,558,068)
25,716,492
30,841,576
-
(51,457,809)
23,083,226
30,841,576
2,466,993

Significant non-cash flow movements in the period are the forgiveness of intercompany loans of £30,841,576 and the forgiveness of intercompany balances of £53,424,116.

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