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Registration number: 10800773

Sunshine Care Topco Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2024

Sunshine Care Topco Limited

Contents

Company Information | 1
Directors' Report | 2
Strategic Report | 3 to 5
Statement of Directors' Responsibilities | 6
Independent Auditor's Report | 7 to 9
Consolidated Profit and Loss Account | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 34

Sunshine Care Topco Limited

Company Information

Directors | S J C Gray F D Porter G Baker S Shah

Registered office | 3 Siskin Drive Middlemarch Business Park Coventry CV3 4FJ

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Sunshine Care Topco Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the company

The directors who held office during the year were as follows:

S J C Gray

F D Porter

G Baker

S Shah (appointed 1 January 2024)

Employment of disabled persons

It is group policy to give fair consideration to the employment needs of disabled people and to comply with current legislation with regard to their employment. Wherever practicable, we continue to employ and promote the careers of existing employees who become disabled and to consider disabled persons for employment, subsequent training, career development and promotion on the basis of their aptitudes and abilities.

Employee involvement

The Directors recognise the importance of human resource practices to provide good communications and relations with employees, including providing them with information on matters of concern to them as employees.

Financial instruments

Going concern

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 23 May 2025 and signed on its behalf by:

S Shah
Director

Sunshine Care Topco Limited

Strategic Report for the Year Ended 31 December 2024

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

Principal activity

The principal activity of the group is the administration of a group involved in the ownership and management of residential nursing and community facilities which specialise in providing care for working age adults with complex needs.

Fair review of the business

The results for the period which are set out in the profit and loss account show turnover of £98,299,863 (2023 - £83,541,026) and an operating profit of £7,339,235 (2023 - £3,499,473). At 31 December 2024, the group had total assets less current liabilities of £140,006,084 (2023 - £119,827,093). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Section 172 statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Company has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.
The Company is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done, and strive to reduce carbon footprint where possible.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company.
Strategy
The Group's primary area of activity was providing care services in residential nursing and community facilities. The Group believes that the key three drivers for its success are the continual focus on the high quality provision of care services, the high level of effort from staff and strong financial control. These drivers support the delivery of the Group's objectives, customer's priorities and future opportunities. This is demonstrated through the successful tender processes being entered into by members of the Group with local authorities.
Environment
The Group is aware of its environmental impact and is monitoring this. There have been some initiatives implemented to aid in decreasing the Group's carbon footprint, including installing more energy efficient lights in the care homes, measures to minimise waste across the Group where possible, with items being recycled wherever possible and training of managers on environmental awareness.
Outlook for the business
The Directors expect that the next year will have a mix of challenges as the health and social care industry tightens and evolves. However, the Directors believe that the Group is well positioned to manage resultant risk and prosper during the period due to its:
• committed workforce
• broad spectrum of customers
• good working relationships with local authorities in a large area of the United Kingdom
• strong balance sheet
• continued investment in staff development, best practice and modern processes and systems
Longer term prospects for Sunshine Care Topco Limited are heavily linked with the wider UK economy.

Sunshine Care Topco Limited

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

Principal risks to the organisation are managed through organisational risk registers. These identify all of the potential risks to the business with mitigating controls for managing and monitoring risk.
The organisation has set up a sub-committee to the board, the Quality and Safety audit committee, chaired by a Non- Executive Director and attended by the Director of Quality and Integrated Governance.
All risks are profiled and the Board is regularly updated on the current status of risks to the organisation and commensurate risk mitigation strategies.
Reputational risk
Provision of poor or inappropriate levels of care would cause severe damage to our brand and the ability of the business to attract new residents. The business operates sophisticated levels of performance monitoring with regular reporting to senior management and the Board of any potential issues.
Health and safety
We believe that no serious injury to staff, residents, their guests or anyone else on our premises is acceptable. Everyone in our business has accountability for health and safety, and they are given the necessary tools (including training, safety equipment and resources) to operate safely.
Government policy
Continued pressure is being exerted to reduce Government and Local Authority spending, which is manifesting itself increasingly in the reduction of fees being paid for the care of funded residents.
Employment of staff
Our business thrives on the skills and expertise of the staff we employ. As the economy recovers, the shortage of appropriate labour is a potential risk to the business. This is particularly acutely felt with the national shortage of qualified nursing staff. In order to mitigate this risk, the business has a proactive Human Resources and Recruitment team which has introduced an innovative staff incentive scheme in which all staff can share in the success of the business.
Cost base inflation
The principal costs for the successful operation of the business include staff costs, energy and food. All of these areas are subject to on-going cost pressures in excess of inflation. In order to mitigate these issues, we have a well organised procurement process to source energy and food at the best possible rates. We also have a well organised operations structure to ensure that labour is employed as effectively as possible.

Carbon energy reporting
We have implemented a large environmental focus this year, covering energy, waste, water and transport. We engaged Sustainable Advantage, a leading sustainability consultancy company as part of our long term commitment to sustainability and adopting best practice in reducing our impact on the planet. Throughout 2020, we have focussed on driving down our carbon emissions and eliminating unnecessary waste following the hierarchy of reduce, reuse, recycle and recover. Our key objectives are:
Reduce energy consumption by 5%
Procure 25% renewable electricity
Reduce water usage by 5%
Reduce waste generated by 5%
Increase recycling rate to more than 25%
Reduce transport emissions by 5%
Increase supplier engagement by 25%
Reach net zero
Reduce carbon intensity ratio by 5%
Climate change is no longer the concern of a few but now the recognised challenge of our generation. Every individual, business and organisation have a role to play in reducing our dependency on fossil fuels and supporting the urgent need for a transition to a net zero carbon and resilient world. We are committed to responsibly managing the short and long-term impacts of our operations including the use of natural resources and the production and consumption of energy, waste and water. We have already made considerable progress reducing our environmental footprint through investing in a range of sustainability projects. This report covers the Sunshine Care Topco Limited group for the period 1 January 2024 - 31 December 2024.
The information in this report consist of energy usage, including electricity and gas, as well as vehicle emissions. The units of measurement are kilowatt hours and tonnes of carbon emissions. Calculations have been undertaken in line with the guidance from the Department for Business, Energy and Industrial Strategy.

Sunshine Care Topco Limited

Strategic Report for the Year Ended 31 December 2024

| Tonnes of C02e
Electric | 534
Gas | 892
Cars and mileage | 288

The total tonnes of CO2e is 1,715, compared to group revenue of £98,299,826 and EBITDA of £13,993,472, which equates to 1 tonne of CO2e for every £57,331 of revenue and 1 tonne of CO2e for every £8,160 of EBITDA earned.
To reduce our energy usage, we are currently changing to more efficient LED lights across our portfolio, on a rolling basis. Along with lights, when any equipment including boilers, requires replacement, we are considering factors such as efficiency, maintenance requirements, availability of replacement parts and durability when sourcing replacements. We are also implementing a best practice guide to energy amongst staff members on how they can change their behaviours to reduce energy consumption.
To reduce our carbon emissions related to transport, we are buying second hand vehicles, sticking to our principal of reusing rather than waste, when needing to replace vehicles. Fuel efficiency is also a key decision factor when buying a replacement vehicle. We are also moving away from diesel engines and encouraging staff to car pool or use public transport where possible.

Approved by the Board on 23 May 2025 and signed on its behalf by:

S Shah
Director

Sunshine Care Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic 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 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 financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Sunshine Care Topco Limited

Independent Auditor's Report to the Members of Sunshine Care Topco Limited

Opinion

We have audited the financial statements of Sunshine Care Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Sunshine Care Topco Limited

Independent Auditor's Report to the Members of Sunshine Care Topco Limited

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• | the parent company financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 group’s and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those 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.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

Sunshine Care Topco Limited

Independent Auditor's Report to the Members of Sunshine Care Topco Limited

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations;
• | reading minutes of meetings of those charged with governance.

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 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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 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.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

23 May 2025

Sunshine Care Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Turnover | 3 | 98,299,863 | 83,541,026
Other operating income |  | 3,602 | 2,311
Cost of sales |  | (67,655,123) | (56,220,849)
Gross profit |  | 30,648,342 | 27,322,488
Administrative expenses |  | (17,342,206) | (15,637,678)
Other operating income |  | 687,336 | 362,950
EBITDA |  | 13,993,472 | 12,047,760
Amortisation |  | (1,936,954) | (1,758,537)
Depreciation |  | (2,650,499) | (2,583,415)
Exceptional items | 5 | (1,856,563) | (4,206,335)
Loss on disposal of tangible fixed assets |  | (210,221) | -
Operating profit | 4 | 7,339,235 | 3,499,473
Other interest receivable and similar income |  | - | 618
Interest payable and similar charges | 6 | (14,908,686) | (12,042,969)
Loss before tax |  | (7,569,451) | (8,542,878)
Taxation | 10 | (725,302) | (565,416)
Loss for the financial year |  | (8,294,753) | (9,108,294)

The above results were derived from continuing operations.

Sunshine Care Topco Limited

(Registration number: 10800773)
Consolidated Balance Sheet as at 31 December 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 11 | 49,729,982 | 29,888,173
Tangible assets | 12 | 87,992,261 | 87,159,623
|  | 137,722,243 | 117,047,796
Current assets |  |  |
Stocks |  | 11,943 | 1,381
Debtors: Amounts falling due within one year | 15 | 11,529,475 | 11,438,499
Cash at bank and in hand |  | 10,911,501 | 4,542,876
|  | 22,452,919 | 15,982,756
Creditors: Amounts falling due within one year | 16 | (20,169,078) | (13,203,459)
Net current assets |  | 2,283,841 | 2,779,297
Total assets less current liabilities |  | 140,006,084 | 119,827,093
Creditors: Amounts falling due after more than one year | 16 | 157,669,294 | 129,743,092
Provisions for liabilities | 10 | 6,375,114 | 5,827,572
|  | 164,044,408 | 135,570,664
Capital and reserves |  |  |
Called up share capital | 19 | 9,008 | 9,010
Share premium reserve |  | 781,524 | 781,524
Capital redemption reserve |  | 4 | 2
Profit and loss account |  | (24,828,860) | (16,534,107)
Total equity |  | (24,038,324) | (15,743,571)
Total capital, reserves and long term liabilities |  | 140,006,084 | 119,827,093

Approved and authorised by the Board on 23 May 2025 and signed on its behalf by:

S Shah
Director

Sunshine Care Topco Limited

(Registration number: 10800773)
Balance Sheet as at 31 December 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Investments | 13 | 16,721,953 | 16,721,953
Current assets |  |  |
Debtors: Amounts falling due within one year | 15 | 7,844,078 | 7,844,078
Total assets less current liabilities |  | 24,566,031 | 24,566,031
Creditors: Amounts falling due after more than one year | 16 | 39,986,896 | 37,017,392
Capital and reserves |  |  |
Called up share capital | 19 | 9,008 | 9,010
Share premium reserve |  | 781,524 | 781,524
Capital redemption reserve |  | 4 | 2
Profit and loss account |  | (16,211,401) | (13,241,897)
Total equity |  | (15,420,865) | (12,451,361)
Total capital, reserves and long term liabilities |  | 24,566,031 | 24,566,031

The company made a loss after tax for the financial year of £2,969,504 (2023 - loss of £2,742,029).

Approved and authorised by the Board on 23 May 2025 and signed on its behalf by:

S Shah
Director

Sunshine Care Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2024 | 9,010 | 781,524 | 2 | (16,534,107) | (15,743,571)
Loss for the year | - | - | - | (8,294,753) | (8,294,753)
Purchase of own share capital | (2) | - | 2 | - | -
At 31 December 2024 | 9,008 | 781,524 | 4 | (24,828,860) | (24,038,324)

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2023 | 9,010 | 781,524 | 2 | (7,425,813) | (6,635,277)
Loss for the year | - | - | - | (9,108,294) | (9,108,294)
At 31 December 2023 | 9,010 | 781,524 | 2 | (16,534,107) | (15,743,571)

Sunshine Care Topco Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2024 | 9,010 | 781,524 | 2 | (13,241,897) | (12,451,361)
Loss for the year | - | - | - | (2,969,504) | (2,969,504)
Purchase of own share capital | (2) | - | 2 | - | -
At 31 December 2024 | 9,008 | 781,524 | 4 | (16,211,401) | (15,420,865)

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2023 | 9,010 | 781,524 | 2 | (10,499,868) | (9,709,332)
Loss for the year | - | - | - | (2,742,029) | (2,742,029)
At 31 December 2023 | 9,010 | 781,524 | 2 | (13,241,897) | (12,451,361)

Sunshine Care Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

| Note | 2024 £ | 2023 £
Cash flows from operating activities
Loss for the year |  | (8,294,753) | (9,108,294)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 4,587,560 | 4,341,952
Loss on disposal of tangible assets |  | 210,221 | -
Finance income |  | - | (618)
Finance costs | 6 | 14,908,686 | 12,042,969
Corporation tax expense | 10 | 725,302 | 565,416
|  | 12,137,016 | 7,841,425
Working capital adjustments |  |  |
Increase in stocks |  | (10,562) | -
Decrease in debtors | 15 | 4,017,918 | 1,917,681
Increase/(decrease) in creditors | 16 | 1,364,413 | (1,901,296)
Cash generated from operations |  | 17,508,785 | 7,857,810
Income taxes paid | 10 | (609,376) | (541,376)
Net cash flow from operating activities |  | 16,899,409 | 7,316,434
Cash flows from investing activities |  |  |
Interest received |  | - | 618
Acquisitions of tangible assets |  | (4,072,688) | (8,533,920)
Proceeds from sale of tangible assets |  | 503,437 | -
Acquisition of intangible assets | 11 | - | (760,000)
Acquisition of subsidiaries net of cash acquired | 13 | (22,953,548) | (2,917,168)
Net cash flows from investing activities |  | (26,522,799) | (12,210,470)
Cash flows from financing activities |  |  |
Interest paid |  | (9,489,348) | (6,472,659)
Proceeds from bank borrowing draw downs |  | 25,532,000 | 73,750,000
Repayment of bank borrowing |  | - | (58,303,755)
Debt costs paid |  | - | (2,518,533)
Payments to finance lease creditors |  | (50,637) | (14,113)
Net cash flows from financing activities |  | 15,992,015 | 6,440,940
Net increase in cash and cash equivalents |  | 6,368,625 | 1,546,904
Cash and cash equivalents at 1 January |  | 4,542,876 | 2,995,972
Cash and cash equivalents at 31 December |  | 10,911,501 | 4,542,876

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
3 Siskin Drive
Middlemarch Business Park
Coventry
CV3 4FJ

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

As permitted by Section 408 of the Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements. The Group's loss for the period includes a loss of £2,969,504 (2023 - £2,742,029) dealt with in the profit and loss account of the Parent Company.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Accounting estimates and judgements

Key sources of estimation uncertainty
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives of the assets so these are re-assessed annually and amended when necessary to reflect current estimates.
Impairment of tangible assets
Management have assessed the land and buildings portfolio for impairment using an earnings multiplier valuation methodology. The assessment of future earnings, and appropriate market multiples is inherently judgemental.
Impairment of debtors
The Company makes an estimate for the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
Critical accounting judgements in applying the Company's accounting policies
There are no such judgements in this current period.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Land and buildings | 2% on cost
Fixtures, fittings and equipment | 10%-25% on cost
Motor vehicles | 25% on cost

Land and assets under construction are not depreciated.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 20 years
Negative goodwill | Straight line over 3 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 4 | Operating profit

Arrived at after charging

| 2024 £ | 2023 £
Depreciation expense | 2,650,606 | 2,583,415
Amortisation of goodwill | 1,936,954 | 1,758,537
Operating lease expense - property | 1,664,559 | 1,184,901
Operating lease expense - plant and machinery | 123 | -
Operating lease expense - other | 60,757 | 274,397
Loss on disposal of property, plant and equipment | 210,221 | -

| 5 | Exceptional items

| 2024 £ | 2023 £
Exceptional expenses | 1,856,563 | 4,206,335

Exceptional costs in the current year consists of £174,000 consultancy costs on acquisitions, £147,208 of one off recruitment costs, £156,838 of consultancy costs associated with capital allowance reviews, £246,846 of non recurring staff costs and £1,129,671 of other non recurring expenses.
Exceptional costs in the prior year consists of £1,564,571 in relation to one off transaction costs, £529,746 of non-recurring staff costs, £616,166 of new system costs, £386,388 of new site set up costs, £326,097 of non recurring utility costs, £149,115 in relation to loan fees and £634,252 of other non recurring expenses.

| 6 | Interest payable and similar expenses

| 2024 £ | 2023 £
Interest on bank overdrafts and borrowings | 9,485,115 | 6,468,172
Finance costs on preference shares | 2,969,504 | 2,742,029
Interest on obligations under finance leases and hire purchase contracts | 3,315 | 4,487
Loan note interest | 1,700,752 | 1,570,467
Amortisation of debt costs | 750,000 | 1,257,814
| 14,908,686 | 12,042,969

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 7 | Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

| 2024 £ | 2023 £
Wages and salaries | 62,441,142 | 52,908,579
Social security costs | 5,946,260 | 4,374,910
Pension costs, defined contribution scheme | 1,429,481 | 1,085,967
| 69,816,883 | 58,369,456

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2024 No. | 2023 No.
Care staff | 100 | 2,389
Administration and support | 2,607 | 135
| 2,707 | 2,524

Company
The company incurred no staff costs and had no employees other than the directors.

| 8 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2024 £ | 2023 £
Remuneration (including benefits in kind) | 538,792 | 645,179
Contributions paid to money purchase schemes | 11,775 | 22,229
| 550,567 | 667,408

In respect of the highest paid director:

| 2024 £ | 2023 £
Remuneration | 202,327 | 195,115

| 9 | Auditors' remuneration

| 2024 £ | 2023 £
Audit of these financial statements | 45,500 | 36,000
Other fees to auditors |  |
Non-audit fees | 118,500 | 91,100

Non audit fees consists of £59,500 (2023 - £51,500) in relation to the preparation of financial statements and corporation tax computations, as well as £59,000 (2023 - £39,600) in relation to due diligence fees on acquisitions during the year. £5,000 was also incurred post year end for due diligence services, in respect of an acquisition that completed pre year end.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 10 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2024 £ | 2023 £
Current taxation |  |
UK corporation tax | - | 477,248
UK corporation tax adjustment to prior periods | 77,929 | (149,975)
| 77,929 | 327,273
Deferred taxation |  |
Arising from origination and reversal of timing differences | 647,373 | 238,143
Tax expense in the income statement | 725,302 | 565,416

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).
The differences are reconciled below:

| 2024 £ | 2023 £
Loss before tax | (7,569,451) | (8,542,878)
Corporation tax at standard rate | (1,892,363) | (2,007,576)
Effect of (credit) / expense not deductible in determining taxable profit (tax loss) | 1,582,733 | 1,866,607
Deferred tax expense from unrecognised tax loss or credit | 647,373 | 238,143
Tax increase from effect of capital allowances and depreciation | 309,630 | 618,217
Other tax effects for reconciliation between accounting profit and tax expense (income) | 77,929 | (149,975)
Total tax charge | 725,302 | 565,416

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Deferred tax

Group

Deferred tax assets and liabilities

2024 | Liability £
Accelerated capital allowances | 3,052,570
Long term timing differences | 3,322,544
| 6,375,114

2023 | Liability £
Accelerated capital allowances | 2,505,028
Long term timing differences | 3,322,544
| 5,827,572

| 11 | Intangible assets

Group

| Goodwill £ | Negative goodwill £ | Total £
Cost
At 1 January 2024 | 33,778,950 | (7,732,645) | 26,046,305
Additions acquired separately | 21,778,763 | - | 21,778,763
At 31 December 2024 | 55,557,713 | (7,732,645) | 47,825,068
Amortisation
At 1 January 2024 | 3,890,777 | (7,732,645) | (3,841,868)
Amortisation charge | 1,936,954 | - | 1,936,954
At 31 December 2024 | 5,827,731 | (7,732,645) | (1,904,914)
Carrying amount
At 31 December 2024 | 49,729,982 | - | 49,729,982
At 31 December 2023 | 29,888,173 | - | 29,888,173

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 12 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Properties under construction £ | Total £
Cost
At 1 January 2024 | 78,688,773 | 17,699,823 | 1,588,994 | 5,505,382 | 103,482,972
Additions | 836,849 | 3,163,831 | 76,520 | - | 4,077,200
Acquired through business combinations | 34,142 | 12,209 | - | - | 46,351
Disposals | (685,647) | (52,951) | - | - | (738,598)
At 31 December 2024 | 78,874,117 | 20,822,912 | 1,665,514 | 5,505,382 | 106,867,925
Depreciation
At 1 January 2024 | 3,321,467 | 11,484,257 | 1,264,425 | 253,200 | 16,323,349
Charge for the year | 699,791 | 1,814,226 | 136,589 | - | 2,650,606
Eliminated on disposal | - | (98,291) | - | - | (98,291)
At 31 December 2024 | 4,021,258 | 13,200,192 | 1,401,014 | 253,200 | 18,875,664
Carrying amount
At 31 December 2024 | 74,852,859 | 7,622,720 | 264,500 | 5,252,182 | 87,992,261
At 31 December 2023 | 75,367,306 | 6,215,566 | 324,569 | 5,252,182 | 87,159,623

Included within the net book value of land and buildings above is £6,664,347 (2023 - £6,438,727) of land that has not been depreciated.
Leased plant and machinery
At 31 December 2024, the net carrying amount of motor vehicles leased under a finance lease was £71,017 (2023 - £106,526).

| 13 | Investments

Company

| 2024 £ | 2023 £
Investments in subsidiaries | 16,721,953 | 16,721,953

Subsidiaries | £
Cost and carrying amount
At 1 January 2024 and at 31 December 2024 | 16,721,953

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Sunshine Care Midco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Sunshine Care Bidco Limited *** |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community Limited ** |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community (Glenpath Holdings) Limited * |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community (Andrew Frederick Care Homes) Limited * |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community (Maesteilo Care Homes) Limited * |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community (Autism North) Limited **** |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Swanton Care & Community (Southfield House Care Services) Limited * |  | Ordinary | 100% | 100%
| Scotland |  |  |
Values In Care (Holdings) Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Values In Care Limited****** |  | Ordinary | 100% | 100%
| England and Wales |  |  |
G.R.S. (Care) Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Courtyard Care Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Emerald Care Holdings Yorkshire Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Emerald Care Services Limited******* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
L H Social Care Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Green Rose Care Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Deanston House Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Freedom Care and Support Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Children and Family Services Limited******* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Care Homes for Adults with Disabilities Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Inroads (Essex) Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
Oaklands Support Limited |  | Ordinary | 100% | 0%
| England and Wales |  |  |
TCD (Holdings) Limited |  | Ordinary | 100% | 0%
| England and Wales |  |  |
MyDiary Software Limited^ |  | Ordinary | 100% | 0%
| England and Wales |  |  |
Swanton Community Services Limited |  | Ordinary | 100% | 0%
| England and Wales |  |  |
Swanton Care & Community (Contracts) Limited* |  | Ordinary | 100% | 0%
| England and Wales |  |  |

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

The principal activity of Sunshine Care Midco Limited and Sunshine Care Bidco Limited is an intermediate holding company.
The principal activity of Swanton Care & Community Limited is the administration of a Group involved in the ownership and management of residential nursing and community facilities which specialise in providing care for working age adults with complex needs.
The principal activity of all other subsidiary companies is that of either adult residential/nursing care, supported living services, homecare services or the provision of children's residential care, other than;
Swanton care & Community (Glenpath Holdings) Limited and Values in Care (Holdings) Limited, which are that of holding companies for investments in wholly owned trading subsidiaries (Swanton Care & Community (Autism North) Limited and Values in Care Limited), and the ownership and rental of commercial property to those companies, so that they can carry out the operational trade of residential care and other services.
G.R.S. (Care) Limited, Emerald care Holdings Yorkshire Limited, Emerald care Services Limited, L H Social Care Limited, Green Rose Care Limited, Care Homes for Adults with Disabilities Limited, Swanton Care & Community (Contracts) Limited and Freedom Care and Support Limited, which are all dormant companies.
During the year, inroads (Essex) Limited and Values in Care Limited were hived into other group companies, becoming dormant.
All companies have the same registered office as Sunshine Care Topco Limited other than Swanton Care & Community (Southfield House Care Services) Limited, which has a registered office of Southfield House, Slamannan, Falkirk, FK1 3BB; Values In Care (Holdings) Limited and Values In Care Limited, which both have a registered office of Tredomen Innovation & Technology Centre, Tredomen Business Park, Hengoed, Wales, CF82 7FQ and L H Social Care Limited, which has a registered office of Bblc Innovation Way, Wilthorpe, Barnsley, South Yorkshire, S75 1JL.

* - Owned directly by Swanton Care & Community Limited
** - Owned directly by Sunshine Care Bidco Limited
*** - Owned directly by Sunshine Care Midco Limited
**** - Owned directly by Swanton Care & Community (Glenpath Holdings) Limited
***** - Owned directly by Swanton Care & Community (Andrew Frederick Care Homes) Limited
****** - Owned directly by Swanton Care & Community (Maesteilo Care Homes) Limited
****** Owned directly by Values In Care (Holdings) Limited
******* Owned directly by Emerald Care Holdings Yorkshire Limited
******** Owned directly by Courtyard Care Limited
^ - Owned directly by TCD (Holdings) Limited

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 14 | Business combinations

On 17 October 2024, Swanton Care & Community Limited acquired 100% of the issued share capital of Oaklands Support Limited, obtaining control.
Oaklands Support Limited contributed £981,204 revenue and £167,806 to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Fair value 2024 £
Assets and liabilities acquired |
Financial assets | 669,338
Financial liabilities | (517,117)
Total identifiable assets | 152,221
Goodwill | 5,319,350
Total consideration | 5,471,571
Cash flow analysis: |
Cash consideration | 6,363,310
Less: cash and cash equivalent balances acquired | (891,739)
Net cash outflow arising on acquisition | 5,471,571

The useful life of goodwill is 20 years.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

On 16 December 2024, Swanton Care & Community Limited acquired 100% of the issues share capital of TCD (Holdings) Limited and its subsidiaries MyDiary Software Limited and Swanton Community Services Limited (previously known as Alina Homecare Specialist Care Limited), obtaining control.
TCD (Holdings) Limited and its subsidiaries MyDiary Software Limited and Swanton Community Services Limited (previously known as Alina Homecare Specialist Care Limited) contributed £1,105,292 revenue and £231,490 to the group's profit for the period between the date of acquisition and the balance sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Fair value 2024 £
Assets and liabilities acquired |
Financial assets | 4,853,203
Tangible assets | 46,351
Financial liabilities | (3,876,990)
Total identifiable assets | 1,022,564
Goodwill | 16,459,413
Total consideration | 17,481,977
Cash flow analysis: |
Cash consideration | 19,672,284
Less: cash and cash equivalent balances acquired | (2,190,307)
Net cash outflow arising on acquisition | 17,481,977

The useful life of goodwill is 20 years.

| 15 | Debtors

|  | Group | Company
| Note | 2024 £ | 2023 £ | 2024 £ | 2023 £
Trade debtors |  | 7,420,303 | 7,593,470 | - | -
Amounts owed by group undertakings |  | - | - | 7,699,817 | 7,699,817
Other debtors |  | 393,878 | 290,722 | 144,261 | 144,261
Prepayments |  | 3,193,430 | 3,554,307 | - | -
Corporation tax asset | 10 | 521,864 | - | - | -
|  | 11,529,475 | 11,438,499 | 7,844,078 | 7,844,078

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 16 | Creditors

|  | Group | Company
| Note | 2024 £ | 2023 £ | 2024 £ | 2023 £
Due within one year |  |  |  |  |
Loans and borrowings | 17 | 283 | 50,920 | - | -
Trade creditors |  | 1,038,728 | 647,457 | - | -
Social security and other taxes |  | 2,916,883 | 2,318,081 | - | -
Outstanding defined contribution pension costs |  | 325,891 | 196,791 | - | -
Other creditors |  | 7,319,181 | 5,046,060 | - | -
Accrued expenses |  | 6,665,309 | 4,390,954 | - | -
Corporation tax liability | 10 | 1,902,803 | 553,196 | - | -
|  | 20,169,078 | 13,203,459 | - | -
Due after one year |  |  |  |  |
Loans and borrowings | 17 | 141,457,893 | 116,501,195 | 23,775,495 | 23,775,495
Other creditors |  | 16,211,401 | 13,241,897 | 16,211,401 | 13,241,897
|  | 157,669,294 | 129,743,092 | 39,986,896 | 37,017,392

Other creditors due under one year includes deferred consideration of £1,176,902. Other creditors due over one year consists of preference share interest.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 17 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2024 £ | 2023 £ | 2024 £ | 2023 £
Finance lease liabilities | 283 | 50,920 | - | -

Non-current loans and borrowings

| Group | Company
| 2024 £ | 2023 £ | 2024 £ | 2023 £
Bank borrowings | 94,862,413 | 71,606,467 | - | -
Redeemable preference shares | 23,775,495 | 23,775,495 | 23,775,495 | 23,775,495
Other borrowings | 22,819,985 | 21,119,233 | - | -
| 141,457,893 | 116,501,195 | 23,775,495 | 23,775,495

The redeemable preference shares are redeemable at the option of the company or at the option of a majority of preference share holders. The preference shares are entitled to a cumulative 8% preference dividend.

The bank loans are secured over certain assets of the group by way of fixed and floating charges, and obligations under finance leases are secured over the assets to which they relate.
During the year, the group drew down on two additional loan facilities to assist with acquisitions. All loans are now due for repayment in full in 2030. The interest rate charged is margin plus 6.75% per year.
The total bank loan balance is shown net of debt costs of £1,399,913 (2023 - £2,143,533). The gross amount outstanding as at 31 December 2024 was £96,262,326 (2023 - £73,750,000).
The other borrowings include loan notes of £13,550,200 (2023 - £13,550,200) and accrued interest on the loan notes of £9,269,785 (2023 - £7,569,033). Interest is accrued at 8% and the loan notes were repayable in full in 2025. During the year, this was extended, and the loan notes are now due for repayment in 2031. Of the interest balance, £3,162,660 has been settled via PIK loan notes as at 31 December 2024.

| 18 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £1,429,481 (2023 - £1,085,967).
Contributions totalling £325,891 (2023 - £196,791) were payable to the scheme at the end of the year and are included in creditors.

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 19 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | £ | No. | £
Ordinary A shares of £0.01 each | 791,010 | 7,910 | 791,010 | 7,910
Ordinary G shares of £0.01 each | 9,757 | 98 | 9,999 | 100
Ordinary H shares of £0.01 each | 100,000 | 1,000 | 100,000 | 1,000
| 900,767 | 9,008 | 901,009 | 9,010

During the year, 242 G shares were cancelled, with a nominal value of £2.42.

Rights, preferences and restrictions

A shares have the following rights, preferences and restrictions: Each A Share is not redeemable and carries one vote and rank for dividends behind the preference shares. On a sale or winding up, all proceeds after the owners of the preference shares have received the fixed return payable to them will be split between the A shares pro rata to the number of A shares held.
Preference shares have the following rights, preferences and restrictions: The preference shares entitle the holder to be paid a fixed percentage dividend per annum. On a sale or winding up, the holder of preference shares will be entitled to receive all unpaid preference dividends and the issue price, but will not receive any further return. The preference shares are redeemable at the option of the company, or at the option of a majority of the holders of the preference shares, but shall have no right to vote. The preference shares have been treated as debt.

| 20 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2024 £ | 2023 £
Not later than one year | 283 | 50,920

Operating leases

The total of future minimum lease payments is as follows:

| 2024 £ | 2023 £
Not later than one year | 679,843 | 340,817
Later than one year and not later than five years | 273,820 | -
| 953,663 | 340,817

Sunshine Care Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

| 21 | Analysis of changes in net debt

Group

| At 1 January 2024 £ | Financing cash flows £ | Other non-cash changes £ | At 31 December 2024 £
Cash and cash equivalents |  |  |  |
Cash | 4,541,469 | 6,368,625 | - | 10,910,094
Borrowings |  |  |  |
Long term borrowings | (71,606,467) | (24,005,946) | 750,000 | (94,862,413)
Lease liabilities | (50,920) | 50,637 | - | (283)
Loan notes | (21,119,233) | - | (1,700,752) | (22,819,985)
Preference shares, incl interest | (37,017,392) | - | (2,969,504) | (39,986,896)
| (129,794,012) | (23,955,309) | (3,920,256) | (157,669,577)
| (125,252,543) | (17,586,684) | (3,920,256) | (146,759,483)

| 22 | Related party transactions

During the year, £1,700,752 (2023 - £1,570,467) of loan note interest was accrued at a rate of 8.0% per annum on the loan notes of £13,550,200 (2023 - £13,550,200) owed to the group's ultimate controlling party, Apposite Healthcare II GP LLP.

| 23 | Parent and ultimate parent undertaking

The ultimate controlling party is Apposite Healthcare II GP LLP.