Company registration number 14271251 (England and Wales)
BERKLEY CARE RYEFIELD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BERKLEY CARE RYEFIELD LIMITED
COMPANY INFORMATION
Directors
S Devon
(Appointed 13 September 2024)
L J Perry
L S J Smith
(Appointed 10 April 2024)
Company number
14271251
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 RYEFIELD LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
BERKLEY CARE RYEFIELD LIMITED
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 is that of operating nursing and residential care home for the elderly.

Berkley Care vision and values

As we continue to grow and evolve as an organisation over time, we remain committed to putting our residents at the heart of all that we do. Our employees are key to helping us achieve this.

Our mission is to empower people to live well today and thrive tomorrow. We do this by providing luxury living with a focus on wellness and fun, alongside our three core values:

Trust

To be sincere, transparent and empathetic when working with residents.

Initiative

To elevate the skills of our staff, ensuring all team members are committed to our residents and work with courage.

Responsibility

To work with integrity, strive to provide the best quality and ensure that our actions are sustainable.

Review of the business

During the year, the Company had turnover of £4,948,537 and made a loss of £303,260. Net liabilities at year end stood at £2,198,914.

Turnover increased on prior period. This was as a result of higher average weekly fee and improved occupancy level.

Principal risks and uncertainties

The company is subject to a number of risks and uncertainties. Management consider that the key risks and uncertainties arise as a result of UK Government's wider migration policy and underfunding in social care in the UK, with policy changes such as continued increases in the National Living Wage and the rights and requirements for recruiting international care workers already in England before recruiting from overseas, it can add additional complexity and costs for the Company's ability to recruit sufficient staff.

Macro economic challenges as well as inflation are having a wider impact on our residents and their families, resulting in more of our residents moving into care later in life, when they have increasing care needs.

Development and performance

The Company operates as part of the Berkley Care Group (BCG) business, which is the UK's leading award-winning luxury care home provider. Ryefield Court care home can accommodate 60 residents and the average occupancy is 91%. 67% of the residents are privately funded as of 31 December 2024 and it is currently rated good by the Care Quality Commission (CQC).

Key performance indicators

The key performance indicators used by the company include turnover and profit for the year. The company is forecasted to increase turnover and be profitable in 2025. Key performance indicators are constantly monitored, analysed and reviewed on a regular basis.

Non financial indicators are average occupancy, average weekly fee, staff turnover and residents and their relatives' satisfaction. Our aim is to increase occupancy through targeted and effective marketing, maintain staff turnover to a low level by investing in our people and continue to provide the best quality care and experience to our residents.

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

On behalf of the board

S Devon
Director
1 April 2026
BERKLEY CARE RYEFIELD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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 9.

No ordinary dividends were paid. The directors do not recommend payment of a final 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 J Perry
L S J Smith
(Appointed 10 April 2024)
Auditor

Bishop Fleming Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

Statement 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 company’s auditor 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 company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

BERKLEY CARE RYEFIELD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
S Devon
Director
1 April 2026
BERKLEY CARE RYEFIELD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE RYEFIELD LIMITED
- 5 -
Opinion

We have audited the financial statements of Berkley Care Ryefield Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

BERKLEY CARE RYEFIELD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE RYEFIELD LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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:

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

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

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

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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:

Identifying and assessing potential risks related to irregularities

The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

- We have considered the nature of the industry and sector, control environment and business performance.

- We have considered the results of our enquiries of management, including the Finance Director about their own identification and assessment of the risk of irregularities.

- For any matters identified we have obtained and reviewed the Company'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

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

BERKLEY CARE RYEFIELD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE RYEFIELD LIMITED (CONTINUED)
- 7 -

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and 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 Company’s ability to operate or to avoid a material penalty. These included health and safety, employment and Care Quality Commission regulations.

Audit response to risks identified

We identified recognition of revenue as the main area of potential risk of fraud, our procedures to respond to risks identified included the following:

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

- Undertaking substantive tests related to the recognition of revenue;

- Enquiring of management concerning actual and potential litigation claims;

- Performing procedures to identify and unusual or unexpected relationships that may indicate risks of material misstatement of fraud; and

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements 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.

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.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

BERKLEY CARE RYEFIELD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BERKLEY CARE RYEFIELD LIMITED (CONTINUED)
- 8 -
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 RYEFIELD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
12 month
17 month
year ended
period ended
31 December
31 December
2024
2023
Notes
£
£
Turnover
3
4,948,537
4,354,959
Cost of sales
(2,724,263)
(2,109,325)
Gross profit
2,224,274
2,245,634
Administrative expenses
(2,417,735)
(2,042,045)
Exceptional item: impairment of goodwill
8
-
0
(1,500,000)
Operating loss
4
(193,461)
(1,296,411)
Interest payable and similar expenses
6
(109,799)
(599,244)
Loss before taxation
(303,260)
(1,895,655)
Tax on loss
7
-
0
-
0
Loss for the financial year
(303,260)
(1,895,655)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

All items in the statement of comprehensive income relate to acquired operations.

BERKLEY CARE RYEFIELD LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
9
3,679,344
4,323,407
Tangible assets
10
219,922
35,009
3,899,266
4,358,416
Current assets
Stocks
11
12,316
12,316
Debtors
12
3,639,969
4,025,199
Cash at bank and in hand
116,169
254,133
3,768,454
4,291,648
Creditors: amounts falling due within one year
13
(9,866,634)
(717,154)
Net current (liabilities)/assets
(6,098,180)
3,574,494
Total assets less current liabilities
(2,198,914)
7,932,910
Creditors: amounts falling due after more than one year
14
-
0
(9,828,564)
Net liabilities
(2,198,914)
(1,895,654)
Capital and reserves
Called up share capital
16
1
1
Profit and loss reserves
(2,198,915)
(1,895,655)
Total equity
(2,198,914)
(1,895,654)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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:
S Devon
Director
Company registration number 14271251 (England and Wales)
BERKLEY CARE RYEFIELD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 2 August 2022
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(1,895,655)
(1,895,655)
Issue of share capital
16
1
-
1
Balance at 31 December 2023
1
(1,895,655)
(1,895,654)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(303,260)
(303,260)
Balance at 31 December 2024
1
(2,198,915)
(2,198,914)
BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Berkley Care Ryefield Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 10b, Six Business Park, Clayfield Road, Worcester, WR4 0AE.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

· the requirements of Section 7 Statement of Cash Flows.

· the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

· the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Neptune Opco Bidco Ltd as at 31 December 2024 and these financial statements may be obtained from Unit 10b, Six Business Park, Clayfield Road, Worcester WR4 0AE.

1.2
Business combinations

The 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.

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.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern

Treasury management is undertaken by the directors on a group wide basis, being from the perspective of the company's current ultimate parent, Neptune Opco Bidco Ltd, and its subsidiaries (the "Group"). Each company within the Group is party to a letter of support, stating that such financial support as is necessary will be provided to each company within the Group to ensure that it can meet its day to day working capital requirements for a period of at least 12 months from the date of approval of the financial statements, and that no balances owed to Group companies will be called for payment unless such funds as are necessary are available without jeopardising the ability of the company to continue to trade. true

The directors have prepared cash flow forecasts which cover a period of at least the 12 months from the date of approval of these financial statements which include a number of assumptions that the directors are satisfied are reasonable, and that there is sufficient headroom to tolerate a moderate downside.

A t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
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 Company recognises its revenue 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.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of businesses 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.

1.6
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:

Fixtures and fittings
25% straight line
Computers
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 credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company 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.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

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.

1.8
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.

1.9
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.

1.10
Financial instruments

The company 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 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 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 method 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.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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.

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 company 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 company 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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 s ubsequently 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company 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 company.

1.12
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 company’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 when the company has 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.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
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.

1.14
Retirement benefits

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

1.15
Leases

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 s asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

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 company 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 Company 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.

Goodwill impairment

The assessment of goodwill impairment involves a number of estimates and judgements, including the appropriate discount factor and future cash generation expectations.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Care home operations
4,948,537
4,354,959
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
4,948,537
4,354,959
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
10,730
10,000
Depreciation of owned tangible fixed assets
32,037
5,216
Amortisation of intangible assets
644,063
617,227
Impairment of intangible assets
-
0
1,500,000
Operating lease charges
1,016,765
765,725
5
Employees

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

2024
2023
Number
Number
Administration and support
6
4
Care
91
89
Total
97
93

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,224,950
1,679,751
Social security costs
200,078
142,712
Pension costs
37,602
31,554
2,462,630
1,854,017
BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
6
Interest payable and similar expenses
2024
2023
£
£
Other interest
109,799
599,244
7
Taxation

The actual charge 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
(303,260)
(1,895,655)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(75,815)
(445,858)
Tax effect of expenses that are not deductible in determining taxable profit
1,494
2,738
Effect of change in corporation tax rate
-
0
(22,147)
Permanent capital allowances in excess of depreciation
161,016
145,175
Other permanent differences
12
-
0
Deferred tax adjustments in respect of prior years
(15,962)
-
0
Movement in deferred tax not recognised
(70,745)
374,221
Other tax adjustments, reliefs and transfers
-
0
(54,129)
Taxation charge for the year
-
-
8
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Goodwill
9
-
0
1,500,000
BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
9
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
6,440,634
Amortisation and impairment
At 1 January 2024
2,117,227
Amortisation charged for the year
644,063
At 31 December 2024
2,761,290
Carrying amount
At 31 December 2024
3,679,344
At 31 December 2023
4,323,407
10
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
35,339
4,886
40,225
Additions
194,736
22,214
216,950
At 31 December 2024
230,075
27,100
257,175
Depreciation and impairment
At 1 January 2024
4,769
447
5,216
Depreciation charged in the year
29,474
2,563
32,037
At 31 December 2024
34,243
3,010
37,253
Carrying amount
At 31 December 2024
195,832
24,090
219,922
At 31 December 2023
30,570
4,439
35,009
11
Stocks
2024
2023
£
£
Raw materials and consumables
12,316
12,316
BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
173,394
143,603
Amounts owed by group undertakings
994,624
3,826,689
Other debtors
2,352,397
13,056
Prepayments and accrued income
119,554
41,851
3,639,969
4,025,199

Amounts owed by group undertakings are repayable on demand and interest free.

13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
511,909
235,861
Amounts owed to group undertakings
8,592,486
42,627
Taxation and social security
39,120
39,549
Other creditors
431,589
274,268
Accruals and deferred income
291,530
124,849
9,866,634
717,154

Amounts owed to group undertakings are payable on demand and are interest free.

14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Amounts owed to group undertakings
-
9,828,564

Following the business transfer on 15 February 2023, Ryefield Court Care Limited issued a loan of £9,326,630 to the Company. 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.

On 10 April 2024, the loan was repaid by the Company.

15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
37,602
31,554

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

BERKLEY CARE RYEFIELD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
17
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
1,069,950
992,000
Between two and five years
4,279,800
3,968,000
In over five years
8,737,925
9,093,333
14,087,675
14,053,333
18
Ultimate controlling party

At the balance Sheet date, the Company's immediate parent was Berkley Care Group Limited, formerly, Korian UK Limited.

On 10 April 2024, Clariane SE (a company registered in France) 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.

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