Company registration number 13542536 (England and Wales)
Birch Faraday Capital Limited
Annual Report And Consolidated Financial Statements
For The Year Ended 31 March 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY INFORMATION
Director
D Irozuru
Company number
13542536
Registered office
Regus Building
239 Kensington High Street
Office 103
London
United Kingdom
W8 6SN
Auditor
Azets Audit Services
Floor 1, Capital House
8 Pittman Court, Pittman Way
Fulwood
Preston
Lancashire
United Kingdom
PR2 9ZG
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 32
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The director presents the strategic report for the year ended 31 March 2025.

Review of the business

The group consists of five companies which are as follows:

- Birch Faraday Capital Limited

- Mediline Group Services Limited

- Mediline Supported Living Limited

- Laurus Housing and Developments Limited

- Highbury Support Services Limited

The company's principal activity is that of a holding company. The group's principal activities are as follows:

- Identifies and evaluates strategic investment opportunities with the aim of achieving long-term capital appreciation and income generation for shareholders.

- Holds significant ownership stakes in a portfolio of companies, providing governance oversight and strategic guidance through board representation and active engagement.

- Implements value creation strategies within its portfolio companies, including operational improvements, strategic partnerships, and capital allocation optimisation.

- Conducts rigorous risk assessments and employs risk management techniques to mitigate downside risks and preserve capital while seeking attractive returns.

Key performance indicators

Delivery of high quality support is at the heart of all future strategy for the group which is underpinned by the group's positive regulatory CQC ratings.

Position at the end of the year

The group has a net current assets ratio of 1.05 compared to 0.93 in the previous year.

Principal risks and uncertainties

Risks within the group are identified and assessed against group's strategic aims and objectives at every level within the organisation.

The board oversees strategic risks with the support of the quality compliance committee. The committee is satisfied with the processes for identifying, managing and reporting risks at an operational level.

At the strategic level we have identified several strategic risks faced by the organisation. All activity is reviewed in the context of these risks which sit below and are associated within them.

Financial Strength

Based on our comprehensive analysis and due diligence, we forecast strong financial performance for our portfolio companies. We anticipate exceeding revenue and profitability targets while maintaining healthy margins and cash flows.

Governance and strategy

We uphold the highest standards of corporate governance, ensuring transparency, accountability, and ethical conduct in all our business operations to safeguard shareholder interests and uphold our company's reputation.

Future Prospects

We are focused on expanding our investment portfolio, both organically through the growth of our existing portfolio companies and strategically through the acquisition of new portfolio companies that align with our investment criteria and growth objectives.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

Strategy

Our overarching strategy is to pursue sustainable growth for our investment portfolio. This entails a dual approach of expanding our existing portfolio companies and strategically acquiring new ones.

These drivers support the delivery of the organisations objective of achieving customer satisfaction and developing future opportunities.

On behalf of the board

D Irozuru
Director
22 December 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 March 2025.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

D Irozuru
Financial instruments

The financial risks faced by the group are:

Credit risk

To be commercial the group must allow its customers to trade with credit terms and hence the group is exposed to the associated risks. The group mitigates these risks by a dedicated credit control department monitors the amounts outstanding from existing customers. Exposure to credit risk is considered low as bad debts are minimal.

Liquidity risk

The liquidity risk of the group is monitored and the group uses forecasts and budgeting to ensure liquidity needs are met.

Disabled persons

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

Employee involvement

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

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

Post reporting date events

On 14 November 2025 the group purchased an additional subsidiary, E & A Holdings 2020 Limited. The group has also acquired an additional investment property.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Statement of director's responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

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

Statement of disclosure to auditor

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

Medium-sized companies exemption

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

On behalf of the board
D Irozuru
Director
22 December 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 5 -
Opinion

We have audited the financial statements of Birch Faraday Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 March 2025 and of the group's profit 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 group and parent company 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 director's 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 and parent 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 director 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 director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's 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 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 director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has 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.

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.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 7 -

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Julie Flintoff BA(Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Floor 1, Capital House
8 Pittman Court, Pittman Way
Fulwood
Preston
Lancashire
PR2 9ZG
24 December 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Turnover
3
19,351,020
10,854,575
Cost of sales
(13,651,718)
(7,448,591)
Gross profit
5,699,302
3,405,984
Administrative expenses
(3,338,996)
(2,233,551)
Other operating income
9
2,951
Operating profit
4
2,360,315
1,175,384
Interest receivable and similar income
6
21,431
18,303
Interest payable and similar expenses
7
(366,284)
(260,150)
Other gains and losses
8
527,000
(93,500)
Profit before taxation
2,542,462
840,037
Tax on profit
9
(728,485)
(113,676)
Profit for the financial year
1,813,977
726,361
Profit for the financial year is attributable to:
- Owner of the parent company
1,586,300
593,157
- Non-controlling interests
227,677
133,204
1,813,977
726,361

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
2,225,645
-
0
Total intangible assets
2,225,645
-
0
Tangible assets
11
1,017,786
806,201
Investment property
12
4,786,575
3,698,000
8,030,006
4,504,201
Current assets
Debtors
15
1,550,839
1,322,023
Cash at bank and in hand
2,125,043
1,063,096
3,675,882
2,385,119
Creditors: amounts falling due within one year
16
(3,492,003)
(2,560,021)
Net current assets/(liabilities)
183,879
(174,902)
Total assets less current liabilities
8,213,885
4,329,299
Creditors: amounts falling due after more than one year
17
(5,606,255)
(3,711,669)
Provisions for liabilities
Deferred tax liability
20
170,851
(4,173)
(170,851)
4,173
Net assets
2,436,779
621,803
Capital and reserves
Called up share capital
22
1,000
1
Other reserves
417,281
-
0
Profit and loss reserves
1,319,069
150,050
Equity attributable to owner of the parent company
1,737,350
150,051
Non-controlling interests
699,429
471,752
Total equity
2,436,779
621,803

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

The financial statements were approved and signed by the director and authorised for issue on 22 December 2025
22 December 2025
D Irozuru
Director
Company registration number 13542536 (England and Wales)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,404
-
0
Investments
14
9,319,312
5,729,427
9,320,716
5,729,427
Current assets
Debtors
15
77,834
53,345
Cash at bank and in hand
10,134
16,357
87,968
69,702
Creditors: amounts falling due within one year
16
(5,568,684)
(2,885,273)
Net current liabilities
(5,480,716)
(2,815,571)
Total assets less current liabilities
3,840,000
2,913,856
Creditors: amounts falling due after more than one year
17
(5,052,000)
(3,575,000)
Net liabilities
(1,212,000)
(661,144)
Capital and reserves
Called up share capital
22
1,000
1
Profit and loss reserves
(1,213,000)
(661,145)
Total equity
(1,212,000)
(661,144)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £551,855 (2024 - £462,424 loss).

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

The financial statements were approved and signed by the director and authorised for issue on 22 December 2025
22 December 2025
D Irozuru
Director
Company registration number 13542536 (England and Wales)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 29 July 2023
1
-
(443,107)
(443,106)
338,548
(104,558)
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
593,157
593,157
133,204
726,361
Balance at 31 March 2024
1
-
150,050
150,051
471,752
621,803
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
1,586,300
1,586,300
227,677
1,813,977
Issue of share capital
22
999
-
-
999
-
999
Transfers
-
417,281
(417,281)
-
-
-
Balance at 31 March 2025
1,000
417,281
1,319,069
1,737,350
699,429
2,436,779
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 29 July 2023
1
(198,721)
(198,720)
Period ended 31 March 2024:
Loss and total comprehensive income for the period
-
(462,424)
(462,424)
Balance at 31 March 2024
1
(661,145)
(661,144)
Year ended 31 March 2025:
Profit and total comprehensive income
-
(551,855)
(551,855)
Issue of share capital
22
999
-
999
Balance at 31 March 2025
1,000
(1,213,000)
(1,212,000)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
3,128,405
(2,033,706)
Interest paid
(366,284)
(260,150)
Income taxes paid
(219,292)
(70,000)
Net cash inflow/(outflow) from operating activities
2,542,829
(2,363,856)
Investing activities
Purchase of business
(1,616,303)
-
Purchase of tangible fixed assets
(205,063)
-
Purchase of investment property
(611,576)
(48,000)
Interest received
21,431
18,302
Purchase of business
-
(93,500)
Net cash used in investing activities
(2,411,511)
(123,198)
Financing activities
Proceeds from issue of shares
999
-
Issue of preference shares
52,000
-
Proceeds from new bank loans
1,107,618
2,725,000
Repayment of bank loans
(224,418)
(23,330)
Payment of finance leases obligations
(5,570)
-
Net cash generated from financing activities
930,629
2,701,670
Net increase in cash and cash equivalents
1,061,947
214,616
Cash and cash equivalents at beginning of year
1,063,096
848,480
Cash and cash equivalents at end of year
2,125,043
1,063,096
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information

Birch Faraday Capital Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Regus Building, 239 Kensington High Street, Office 103, London, United Kingdom, W8 6SN. The principal place of business is Bechers House, Charnock Road, Liverpool, L9 6AW.

The group consists of Birch Faraday Capital Ltd and all of its subsidiaries.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include the investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

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

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Birch Faraday Capital Ltd together with all entities controlled by the parent company (its subsidiaries). All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Rents receivable under operating leases are included in the Income Statement on a straight line basis over the term of the lease.

1.6
Intangible fixed assets - goodwill

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

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

1.7
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:

Freehold land and buildings
2% Straight Line
Leasehold land and buildings
2% Straight Line
Fixtures and fittings
25% Straight Line
IT Equipment
15% Straight Line
Motor vehicles
25% Straight Line
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -

Freehold land is not depreciated. The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Fixed asset investments

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

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

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

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

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

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

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

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, and deposits held at call with banks.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.12
Financial instruments

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

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest 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.

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
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 payments 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

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

Current tax

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

Deferred tax

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

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.15
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.

1.16
Retirement benefits

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

1.17
Leases

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

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

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

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

Fair value of investment properties

In determining the fair value of investment property the group uses an open market value basis by reference to market evidence of transaction prices for similar properties, as provided by its appointed independent valuer and the Director. The Director is of the opinion that the investment property is being held at fair value at 31 March 2025.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
19,351,020
10,854,575
2025
2024
£
£
Other revenue
Interest income
21,431
18,303
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
50,949
20,356
Depreciation of tangible fixed assets held under finance leases
10,898
-
Amortisation of intangible assets
76,746
-
Operating lease charges
252,447
215,680
5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors and management
113
20
-
1
Administration
38
40
-
-
Support
435
409
-
-
Total
586
469
0
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
14,080,967
7,852,471
35,718
43,907
Social security costs
1,208,425
692,054
-
-
Pension costs
314,040
174,295
2,468
1,872
15,603,432
8,718,820
38,186
45,779
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
21,431
18,303
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
269,536
138
Other interest on financial liabilities
80,046
260,012
Other interest
16,702
-
Total finance costs
366,284
260,150
8
Other gains and losses
2025
2024
£
£
Other gains and losses
Negative goodwill
50,000
(93,500)
Other gains/(losses)
Changes in the fair value of investment properties
477,000
-
527,000
(93,500)
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
555,700
251,837
Adjustments in respect of prior periods
(2,239)
(2,161)
Total current tax
553,461
249,676
Deferred tax
Origination and reversal of timing differences
175,024
(136,000)
Total tax charge
728,485
113,676
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Taxation
(Continued)
- 22 -

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

2025
2024
£
£
Profit before taxation
2,542,462
840,037
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
635,616
210,009
Tax effect of expenses that are not deductible in determining taxable profit
49,527
(84,666)
Tax effect of income not taxable in determining taxable profit
(119,250)
-
0
Adjustments in respect of prior years
(2,239)
(2,161)
Depreciation on assets not qualifying for tax allowances
5,663
-
0
Deferred tax adjustments in respect of prior years
78,788
(9,506)
Deferred tax on revaluation of investment properties
80,380
-
0
Taxation charge
728,485
113,676
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2024
-
0
Additions
2,302,391
At 31 March 2025
2,302,391
Amortisation and impairment
At 1 April 2024
-
0
Amortisation charged for the year
76,746
At 31 March 2025
76,746
Carrying amount
At 31 March 2025
2,225,645
At 31 March 2024
-
0
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.

More information on impairment movements in the year is given in note .

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Fixtures and fittings
IT Equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2024
448,974
702,650
69,654
-
0
25,490
1,246,768
Additions
159,259
-
0
44,400
8,609
61,164
273,432
At 31 March 2025
608,233
702,650
114,054
8,609
86,654
1,520,200
Depreciation and impairment
At 1 April 2024
137,294
272,748
16,720
-
0
13,805
440,567
Depreciation charged in the year
8,600
14,054
20,735
375
18,083
61,847
At 31 March 2025
145,894
286,802
37,455
375
31,888
502,414
Carrying amount
At 31 March 2025
462,339
415,848
76,599
8,234
54,766
1,017,786
At 31 March 2024
311,680
429,902
52,934
-
0
11,685
806,201
Company
IT Equipment
£
Cost
At 1 April 2024
-
0
Additions
1,404
At 31 March 2025
1,404
Depreciation and impairment
At 1 April 2024 and 31 March 2025
-
0
Carrying amount
At 31 March 2025
1,404

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
41,412
-
0
-
0
-
0

Freehold land and buildings with a carrying amount of £1,017,786 (2024: £806,201) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
12
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 April 2024 and 31 March 2025
3,698,000
-
Additions through external acquisition
611,575
-
Net gains or losses through fair value adjustments
477,000
-
At 31 March 2025
4,786,575
-

The fair value of investment property has been arrived at on the basis of a valuation carried out in March 2023 by WT Gunson, professional valuers regulated by RICS, who are not connected with this group. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The director considers this valuation to reflect the fair value as at 31 March 2025.

Investment properties with a carrying amount of £4,786,575 (2024: £3,698,000) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

13
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Mediline Group Services Limited
Bechers House, Charnock Road, Liverpool, England, L9 6AW
Ordinary
100.00
-
Mediline Supported Living Limited
Bechers House, Charnock Road, Liverpool, England, L9 6AW
Ordinary
0
87.63
Laurus Housing and Developments Limited
Regus Building, 239 Kensington High Street, London, United Kingdom, W8 6SN
Ordinary
100.00
-
Highbury Support Services Limited
Bechers House, Charnock Road, Liverpool, England, L9 6AW
Ordinary
100.00
-

All of the above named companies have been included in the consolidated financial statements of Birch Faraday Capital Limited.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
9,319,312
5,729,427
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
5,729,427
Additions
3,639,885
Valuation changes
(50,000)
At 31 March 2025
9,319,312
Carrying amount
At 31 March 2025
9,319,312
At 31 March 2024
5,729,427
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,317,530
1,102,798
-
0
-
0
Amounts owed by group undertakings
-
-
53,344
53,344
Other debtors
99,336
111,476
21,250
1
Prepayments and accrued income
133,973
107,749
3,240
-
0
1,550,839
1,322,023
77,834
53,345
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
18
545,669
40,000
-
0
-
0
Obligations under finance leases
19
6,684
-
0
-
0
-
0
Trade creditors
53,080
49,870
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4,954,960
1,882,329
Amounts owed to undertakings in which the group has a participating interest
-
0
-
0
-
41,018
Corporation tax payable
965,750
448,665
-
0
-
0
Other taxation and social security
297,874
308,040
-
-
Other creditors
693,891
986,192
565,058
874,983
Accruals and deferred income
929,055
727,254
48,666
86,943
3,492,003
2,560,021
5,568,684
2,885,273

Close Brothers Limited provide invoice financing to the group. The amount due in respect of invoice financing was £74,056 (2024: £Nil). The amounts are secured over a fixed and floating charge over all the property or undertaking of the group.

Included within other creditors are hire purchase agreements of £6,684 (2024: £Nil) which are secured against the fixed assets to which they relate.

17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
18
3,239,199
2,861,669
2,725,000
2,725,000
Obligations under finance leases
19
40,056
-
0
-
0
-
0
Preference shares
18
852,000
850,000
852,000
850,000
Other creditors
1,475,000
-
0
1,475,000
-
0
5,606,255
3,711,669
5,052,000
3,575,000

Included within other creditors are hire purchase agreements of £40,056 (2024: £Nil) which are secured against the fixed assets to which they relate.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
3,784,868
2,901,669
2,725,000
2,725,000
Preference shares
852,000
850,000
852,000
850,000
4,636,868
3,751,669
3,577,000
3,575,000
Payable within one year
545,669
40,000
-
0
-
0
Payable after one year
4,091,199
3,711,669
3,577,000
3,575,000

Bank loans

Close Brothers Limited

The bank loan of £343,750 (2024: £176,669) is secured by a debenture incorporating a fixed and floating charge over all assets of Mediline Supported Living Limited.

The bank loan is repayable by monthly instalments over a 5 year period commencing August 2023.

Tower Leasing Limited

The bank loan of £116,000 (2024: £Nil) is secured by the government backed Growth Guarantee Scheme.

The bank loan is repayable by monthly instalments over a 5 year period commencing January 2025.

Braemar Financing

The bank loan of £237,500 (2024: £Nil) is secured by the government backed Growth Guarantee Scheme.

The bank loan is repayable by monthly instalments over a 5 year period commencing November 2024.

Together Commercial Finance Limited

The two bank loans totalling £2,725,000 (2024: £2,725,000) are secured by a debenture incorporating a fixed and floating charge over all assets of Birch Faraday Capital Limited. The bank loans are also secured by a legal charge over all fixed asset property, investment property and a personal guarantee from a director.

The bank loans are interest only and are due for repayment on the 5th anniverary of the first payment in April 2024.

Hampshire Trust Bank Plc

The bank loan of £362,618 (2024: £Nil) is secured by a debenture incorporating a fixed and floating charge over all assets of the company, and a fixed charge over an investment property.

The bank loan is repayable 12 months after initial drawdown.

Preference shares

The company has in issue 852,000 cumulative irredeemable preference shares of £1 each. The mandatory interest accrues at a rate of 8%.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
6,684
-
0
-
0
-
0
In two to five years
40,056
-
0
-
0
-
0
46,740
-
-
-

Finance lease payments represent rentals payable by the company for certain motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The finance leases are secured by the lessors' title to the leased assets which have a carrying value of £41,412 (2024: £Nil).

The directors consider that the carrying amount of the obligations under finance leases approximate to their fair value.

20
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
17,665
1,439
Retirement benefit obligations
(5,982)
(5,612)
Investment property
159,168
-
170,851
(4,173)
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 April 2024
(4,173)
-
Charge to profit or loss
175,024
-
Liability at 31 March 2025
170,851
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
314,040
174,295

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Included within Other Creditors are contributions totalling £53,620 (2024: £51,458) payable to the fund at the period end.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
100,000
100
1,000
1

On 28 July 2023 the company issued 99,000 Ordinary shares of £0.01 each.

23
Acquisition of a business

On 4 December 2024 the group acquired 100% of the issued capital of Highbury Support Services Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
16,059
-
16,059
Trade and other receivables
1,471,689
-
1,471,689
Cash and cash equivalents
294,314
-
294,314
Trade and other payables
(261,652)
-
(261,652)
Tax liabilities
(182,916)
-
(182,916)
Total identifiable net assets
1,337,494
-
1,337,494
Goodwill
2,302,390
Total consideration
3,639,884
The consideration was satisfied by:
£
Cash
1,910,616
Deferred consideration
1,729,268
3,639,884
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
23
Acquisition of a business
(Continued)
- 30 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,044,982
Profit after tax
131,289
24
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
29,691
48,724
-
-
Between two and five years
1,245
28,411
-
-
30,936
77,135
-
-
Lessor

The operating leases represent leases to third parties. The leases are negotiated over terms of 21 to 25 years . All leases include a provision for five-yearly upward rent reviews according to prevailing market conditions.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
157,004
129,441
-
-
Between two and five years
628,016
517,766
-
-
In over five years
776,905
770,295
-
-
1,561,925
1,417,502
-
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
25
Directors' transactions

During the period the director provided an unsecured interest free loan to the company of £310,790 (2024: £274,983) which was repayable on demand.

During the year the company paid interest on preference shares held by a director totalling £52,000 (2024: £34,667)

A director has provided a personal guarantee in respect of loans due to Together Commercial Finance Limited and Hampshire Trust Bank Plc. The amount due in respect of these loans is £3,087,618 (2024: £2,725,000).

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
26
Controlling party

The company was under the control of Mr D Irozuru, director and majority shareholder, throughout the current and previous period.

27
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Profit for the year after tax
1,813,977
726,361
Adjustments for:
Taxation charged
728,485
113,676
Finance costs
366,284
260,150
Investment income
(21,431)
(18,303)
Fair value gain on investment properties
(477,000)
-
0
Amortisation and impairment of intangible assets
76,746
-
Depreciation and impairment of tangible fixed assets
61,847
20,356
Other gains and losses
(50,000)
93,500
Movements in working capital:
Decrease in debtors
1,242,873
898,080
Decrease in creditors
(613,376)
(4,127,526)
Cash generated from/(absorbed by) operations
3,128,405
(2,033,706)
28
Analysis of changes in net debt - group
1 April 2024
Cash flows
New finance leases
31 March 2025
£
£
£
£
Cash at bank and in hand
1,063,096
1,061,947
-
2,125,043
Borrowings excluding overdrafts
(3,751,669)
(885,199)
-
(4,636,868)
Obligations under finance leases
-
5,570
(52,310)
(46,740)
(2,688,573)
182,318
(52,310)
(2,558,565)
2025-03-31 2024-04-01 false false CCH Software CCH Accounts Production 2025.300 No description of principal activity D Irozuru false 13542536 bus:Consolidated 2024-04-01 2025-03-31 13542536 2024-04-01 2025-03-31 13542536 bus:Director1 2024-04-01 2025-03-31 13542536 bus:RegisteredOffice 2024-04-01 2025-03-31 13542536 2025-03-31 13542536 bus:Consolidated 2025-03-31 13542536 bus:Consolidated 2023-07-29 2024-03-31 13542536 2023-07-29 2024-03-31 13542536 core:Goodwill bus:Consolidated 2025-03-31 13542536 core:Goodwill bus:Consolidated 2024-03-31 13542536 bus:Consolidated 2024-03-31 13542536 2024-03-31 13542536 core:LandBuildings core:OwnedOrFreeholdAssets bus:Consolidated 2025-03-31 13542536 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2025-03-31 13542536 core:FurnitureFittings bus:Consolidated 2025-03-31 13542536 core:ComputerEquipment bus:Consolidated 2025-03-31 13542536 core:MotorVehicles bus:Consolidated 2025-03-31 13542536 core:LandBuildings core:OwnedOrFreeholdAssets bus:Consolidated 2024-03-31 13542536 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-03-31 13542536 core:FurnitureFittings bus:Consolidated 2024-03-31 13542536 core:ComputerEquipment bus:Consolidated 2024-03-31 13542536 core:MotorVehicles bus:Consolidated 2024-03-31 13542536 core:ComputerEquipment 2025-03-31 13542536 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2025-03-31 13542536 core:CurrentFinancialInstruments bus:Consolidated 2024-03-31 13542536 core:ShareCapital bus:Consolidated 2025-03-31 13542536 core:ShareCapital bus:Consolidated 2024-03-31 13542536 core:OtherMiscellaneousReserve bus:Consolidated 2025-03-31 13542536 core:OtherMiscellaneousReserve bus:Consolidated 2024-03-31 13542536 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2025-03-31 13542536 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2024-03-31 13542536 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2025-03-31 13542536 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2024-03-31 13542536 core:Non-controllingInterests bus:Consolidated 2025-03-31 13542536 core:Non-controllingInterests bus:Consolidated 2024-03-31 13542536 core:ShareCapital 2025-03-31 13542536 core:ShareCapital 2024-03-31 13542536 core:RetainedEarningsAccumulatedLosses 2025-03-31 13542536 core:RetainedEarningsAccumulatedLosses 2024-03-31 13542536 core:ShareCapital bus:Consolidated 2023-07-28 13542536 2023-07-28 13542536 core:ShareCapital 2023-07-28 13542536 core:RetainedEarningsAccumulatedLosses 2023-07-28 13542536 core:ShareCapital bus:Consolidated 2024-04-01 2025-03-31 13542536 core:ShareCapital 2024-04-01 2025-03-31 13542536 bus:Consolidated 1 2023-07-29 2024-03-31 13542536 bus:Consolidated 2023-07-28 13542536 core:Goodwill 2024-04-01 2025-03-31 13542536 core:LandBuildings core:OwnedOrFreeholdAssets 2024-04-01 2025-03-31 13542536 core:LandBuildings core:LongLeaseholdAssets 2024-04-01 2025-03-31 13542536 core:FurnitureFittings 2024-04-01 2025-03-31 13542536 core:ComputerEquipment 2024-04-01 2025-03-31 13542536 core:MotorVehicles 2024-04-01 2025-03-31 13542536 core:UKTax bus:Consolidated 2024-04-01 2025-03-31 13542536 core:UKTax bus:Consolidated 2023-07-29 2024-03-31 13542536 bus:Consolidated 1 2024-04-01 2025-03-31 13542536 core:Goodwill bus:Consolidated 2024-03-31 13542536 core:Goodwill core:ExternallyAcquiredIntangibleAssets bus:Consolidated 2024-04-01 2025-03-31 13542536 core:Goodwill bus:Consolidated 2024-04-01 2025-03-31 13542536 core:LandBuildings core:OwnedOrFreeholdAssets bus:Consolidated 2024-03-31 13542536 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-03-31 13542536 core:FurnitureFittings bus:Consolidated 2024-03-31 13542536 core:ComputerEquipment bus:Consolidated 2024-03-31 13542536 core:MotorVehicles bus:Consolidated 2024-03-31 13542536 bus:Consolidated 2024-03-31 13542536 core:ComputerEquipment 2024-03-31 13542536 core:LandBuildings core:OwnedOrFreeholdAssets bus:Consolidated 2024-04-01 2025-03-31 13542536 core:LandBuildings core:LeasedAssetsHeldAsLessee bus:Consolidated 2024-04-01 2025-03-31 13542536 core:FurnitureFittings bus:Consolidated 2024-04-01 2025-03-31 13542536 core:ComputerEquipment bus:Consolidated 2024-04-01 2025-03-31 13542536 core:MotorVehicles bus:Consolidated 2024-04-01 2025-03-31 13542536 core:MotorVehicles 2025-03-31 13542536 core:MotorVehicles 2024-03-31 13542536 core:Subsidiary1 2024-04-01 2025-03-31 13542536 core:Subsidiary2 2024-04-01 2025-03-31 13542536 core:Subsidiary3 2024-04-01 2025-03-31 13542536 core:Subsidiary4 2024-04-01 2025-03-31 13542536 core:Subsidiary1 1 2024-04-01 2025-03-31 13542536 core:Subsidiary2 2 2024-04-01 2025-03-31 13542536 core:Subsidiary3 3 2024-04-01 2025-03-31 13542536 core:Subsidiary4 4 2024-04-01 2025-03-31 13542536 core:CurrentFinancialInstruments bus:Consolidated 2025-03-31 13542536 core:CurrentFinancialInstruments 2025-03-31 13542536 core:CurrentFinancialInstruments 2024-03-31 13542536 core:CurrentFinancialInstruments bus:Consolidated 1 2025-03-31 13542536 core:CurrentFinancialInstruments bus:Consolidated 1 2024-03-31 13542536 core:CurrentFinancialInstruments 2 2025-03-31 13542536 core:CurrentFinancialInstruments 3 2025-03-31 13542536 core:WithinOneYear bus:Consolidated 2025-03-31 13542536 core:WithinOneYear bus:Consolidated 2024-03-31 13542536 core:CurrentFinancialInstruments core:WithinOneYear 2025-03-31 13542536 core:CurrentFinancialInstruments core:WithinOneYear 2024-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2025-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 2024-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear 2025-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear 2024-03-31 13542536 core:Non-currentFinancialInstruments bus:Consolidated 2025-03-31 13542536 core:Non-currentFinancialInstruments bus:Consolidated 2024-03-31 13542536 core:Non-currentFinancialInstruments 2025-03-31 13542536 core:Non-currentFinancialInstruments 2024-03-31 13542536 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2024-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 1 2025-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear bus:Consolidated 1 2024-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear 2 2025-03-31 13542536 core:Non-currentFinancialInstruments core:AfterOneYear 2 2024-03-31 13542536 core:WithinOneYear 2025-03-31 13542536 core:WithinOneYear 2024-03-31 13542536 core:BetweenTwoFiveYears bus:Consolidated 2025-03-31 13542536 core:BetweenTwoFiveYears bus:Consolidated 2024-03-31 13542536 core:BetweenTwoFiveYears 2025-03-31 13542536 core:BetweenTwoFiveYears 2024-03-31 13542536 bus:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 13542536 bus:FRS102 2024-04-01 2025-03-31 13542536 bus:Audited 2024-04-01 2025-03-31 13542536 bus:ConsolidatedGroupCompanyAccounts 2024-04-01 2025-03-31 13542536 bus:FullAccounts 2024-04-01 2025-03-31 xbrli:pure xbrli:shares iso4217:GBP