REGISTERED NUMBER: 09049900 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

Silver Birch Care (Holdings) Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTORS:

A.P T Lalani

Mrs S Lalani

REGISTERED OFFICE:

212 Ballards Lane

Sbch House

London

N3 2LX

REGISTERED NUMBER:

09049900 (England and Wales)

AUDITORS:

J F Francis Ltd

Statutory auditor

Francis House

2 Park Road

High Barnet

Barnet

Hertfordshire

EN5 5RN

ACCOUNTANTS:

TC Group

1st Floor, Spitalfields House

Stirling Way

Borehamwood

WD6 2FX

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The group is a multi-service provider offering education, accommodation, care, and support to children and young people aged 8 to 25 years across Greater London, Cambridgeshire, Lincolnshire, and Northamptonshire.

The results for the year and the financial position of the group at the year end were considered satisfactory by the Directors. Continued growth is expected in the foreseeable future through organic expansion and selective acquisitions of providers that meet the group's operational and quality standards.

The group consists of four wholly owned subsidiaries:

• Silver Birch Care Limited (SBCL)

• The Beeches (UK) Limited (TBL)

• Silver Birch Care (Residential Services) Limited (SBC(RS))

• Living Life (UK) Limited (LLUK), trading as The Banyan Tree.

SBCL provides Ofsted-registered supported accommodation services for young people aged 16 to 25 years within the M25 across 26 provisions.

TBL provides Ofsted-regulated residential childcare services across seven care homes and five supported accommodation provisions. All services are located in Cambridgeshire and Lincolnshire. TBL also operates an independent special school in Peterborough for up to 32 pupils with autism and learning difficulties.

Through SBC(RS), the group operates six Ofsted-regulated residential children's homes in London.

In July 2024 the group acquired LLUK, a Northampton-based provider that has operated residential services since 2001. The group currently operates four homes offering Ofsted-registered, CQC-registered, and independent supported accommodation services.

The group aims to support young people in the transition to independent adult life by providing a structured and supportive environment. A suite of software systems allows for regular monitoring of key information relating to those in the group's care, and helps facilitate access to learning, vocational training, and enrichment activities.

During the year the group received several external recognitions relating to service quality, good work practices, and community engagement. The group also continued its support for charities that provide education, vocational training, and life-skills development for vulnerable children, including support for the construction of a new children's home in Tanzania.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a number of operational, regulatory, and financial risks. The principal risks are set out below.

Quality of service

Maintaining consistent quality of care and education is essential to the group's operations and reputation. Induction, training programmes, and regular performance monitoring are in place to reduce the risk of service failure.

Safeguarding

Safeguarding young people is a core requirement of the group's activities. Safer recruitment procedures and a quality assurance framework, including regular internal audits and site visits, support compliance with safeguarding standards.

Recruitment

The group relies on a suitably skilled workforce. National shortages of qualified staff may affect the availability of appropriate candidates. Recruitment activity, including targeted campaigns and the recruitment of skilled candidates from overseas, helps mitigate this risk.

Regulatory compliance

The group operates in a regulated environment overseen by Ofsted, CQC, and local authorities. Adverse inspection outcomes or changes in regulatory requirements could affect operational capacity. The group monitors regulatory developments and maintains internal policies and oversight to support compliance.

Changes in government policy

Changes in legislation or policy relating to children's social care may affect demand, operating costs, or required standards. Senior management monitors proposed changes and assesses their potential impact on the group.

Data protection

The group handles sensitive personal information and is therefore subject to data protection requirements. Robust systems and controls are in place to mitigate risks relating to data security, including restricted access to information systems, staff training, and adherence to GDPR-compliant policies. The group is Cyber Essentials certified, which supports its approach to managing cybersecurity risks.

DEVELOPMENT AND PERFORMANCE

The group's financial performance for the year was broadly in line with Board expectations. The group continued to manage the challenges of inflationary cost pressures and sector-wide staffing shortages.

The group remains in a strong financial position supported by its property portfolio and consistent cash generation. Gross operating profits continued to be achieved despite tightening local authority budgets, increased regulatory compliance requirements, and evolving government standards across the sector.

KEY PERFORMANCE INDICATORS

The Key Performance indicators used by the directors to assess the performance of the group are as follows:-

31.3.25

31.3.24

£

£

Turnover

29,555,116

20,741,328

Operating profit

4,926,258

2,012,177

EBITDA

6,269,339

2,827,032

Occupancy rates

80%

93%

The Directors consider that the EBITDA for financial year 2025/26 will be in line with expectations.

ON BEHALF OF THE BOARD:

A.P T Lalani - Director

24 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of residential care activities and supporting young persons.

DIVIDENDS

An interim dividend of £2,000 per share on the Ordinary A £1 shares was paid on 5 April 2024. The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the Ordinary B £1 shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 March 2025 will be £ 200,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

A.P T Lalani

Mrs S Lalani

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

J F Francis Ltd were appointed as auditors to the company and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

A.P T Lalani - Director

24 December 2025

Opinion

We have audited the financial statements of Silver Birch Care (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company 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 Auditors' 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 and the 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 five, 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 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Frank Yiallouris (Senior Statutory Auditor)

for and on behalf of J F Francis Ltd

Statutory auditor

Francis House

2 Park Road

High Barnet

Barnet

Hertfordshire

EN5 5RN

24 December 2025

TURNOVER

4

29,555,116

20,741,328

Cost of sales

20,997,380

16,277,017

GROSS PROFIT

8,557,736

4,464,311

Administrative expenses

3,656,257

2,503,907

4,901,479

1,960,404

Other operating income

24,779

51,773

OPERATING PROFIT

6

4,926,258

2,012,177

Interest receivable and similar income

23,810

-

4,950,068

2,012,177

Interest payable and similar expenses

8

535,736

434,427

PROFIT BEFORE TAXATION

4,414,332

1,577,750

Tax on profit

9

1,339,888

405,122

PROFIT FOR THE FINANCIAL YEAR

3,074,444

1,172,628

Profit attributable to:

Owners of the parent

3,074,444

1,172,628

PROFIT FOR THE YEAR

3,074,444

1,172,628

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,074,444

1,172,628

Total comprehensive income attributable to:

Owners of the parent

3,074,444

1,172,628

FIXED ASSETS

Intangible assets

12

2,828,501

689,796

Tangible assets

13

15,999,176

12,046,256

Investments

14

-

-

Investment property

15

-

-

18,827,677

12,736,052

CURRENT ASSETS

Debtors

16

4,910,265

1,697,101

Cash at bank and in hand

4,463,328

4,046,343

9,373,593

5,743,444

CREDITORS

Amounts falling due within one year

17

8,295,360

4,997,015

NET CURRENT ASSETS

1,078,233

746,429

TOTAL ASSETS LESS CURRENT LIABILITIES

19,905,910

13,482,481

CREDITORS

Amounts falling due after more than one year

18

(8,739,816

)

(5,374,444

)

PROVISIONS FOR LIABILITIES

20

(666,745

)

(483,132

)

NET ASSETS

10,499,349

7,624,905

CAPITAL AND RESERVES

Called up share capital

21

115

115

Share premium

22

3

3

Revaluation reserve

22

621,470

621,470

Retained earnings

22

9,877,761

7,003,317

SHAREHOLDERS' FUNDS

10,499,349

7,624,905

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

A.P T Lalani - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

128,446

102,895

Investments

14

8,298,203

2,100,586

Investment property

15

11,633,777

7,876,846

20,060,426

10,080,327

CURRENT ASSETS

Debtors

16

2,118,075

5,000

Cash at bank

99,446

2,512,209

2,217,521

2,517,209

CREDITORS

Amounts falling due within one year

17

9,364,671

3,627,159

NET CURRENT LIABILITIES

(7,147,150

)

(1,109,950

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,913,276

8,970,377

CREDITORS

Amounts falling due after more than one year

18

(8,739,816

)

(5,374,444

)

PROVISIONS FOR LIABILITIES

20

(156,662

)

(3,449

)

NET ASSETS

4,016,798

3,592,484

CAPITAL AND RESERVES

Called up share capital

21

115

115

Share premium

22

3

3

Retained earnings

22

4,016,680

3,592,366

SHAREHOLDERS' FUNDS

4,016,798

3,592,484

Company's profit for the financial year

624,314

1,117,727

The financial statements were approved by the Board of Directors and authorised for issue on 24 December 2025 and were signed on its behalf by:

A.P T Lalani - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

115

6,026,429

3

625,730

6,652,277

Changes in equity

Transfer between reserves

-

4,260

-

(4,260

)

-

Dividends

-

(200,000

)

-

-

(200,000

)

Total comprehensive income

-

1,172,628

-

-

1,172,628

Balance at 31 March 2024

115

7,003,317

3

621,470

7,624,905

Changes in equity

Dividends

-

(200,000

)

-

-

(200,000

)

Total comprehensive income

-

3,074,444

-

-

3,074,444

Balance at 31 March 2025

115

9,877,761

3

621,470

10,499,349

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

115

2,674,639

3

2,674,757

Changes in equity

Dividends

-

(200,000

)

-

(200,000

)

Total comprehensive income

-

1,117,727

-

1,117,727

Balance at 31 March 2024

115

3,592,366

3

3,592,484

Changes in equity

Dividends

-

(200,000

)

-

(200,000

)

Total comprehensive income

-

624,314

-

624,314

Balance at 31 March 2025

115

4,016,680

3

4,016,798

Cash flows from operating activities

Cash generated from operations

1

5,709,875

3,406,800

Interest paid

(535,736

)

(433,859

)

Interest element of hire purchase or finance lease rental payments paid

-

(568

)

Tax paid

(228,497

)

(293,640

)

Net cash from operating activities

4,945,642

2,678,733

Cash flows from investing activities

Purchase of intangible fixed assets

(2,529,626

)

-

Purchase of tangible fixed assets

(4,965,739

)

(5,654,459

)

Sale of tangible fixed assets

50,592

-

Sale of fixed asset investments

-

100

Interest received

23,810

-

Net cash from investing activities

(7,420,963

)

(5,654,359

)

Cash flows from financing activities

New loans in year

10,070,970

2,651,175

Loan repayments in year

(6,319,234

)

(231,568

)

Capital repayments in year

-

(4,167

)

Amount introduced by directors

-

2,202,487

Amount withdrawn by directors

(659,430

)

-

Equity dividends paid

(200,000

)

(200,000

)

Net cash from financing activities

2,892,306

4,417,927

Increase in cash and cash equivalents

416,985

1,442,301

Cash and cash equivalents at beginning of year

2

4,046,343

2,604,042

Cash and cash equivalents at end of year

2

4,463,328

4,046,343

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

Profit before taxation

4,414,332

1,577,750

Depreciation charges

1,343,081

814,855

Loss on disposal of fixed assets

10,067

4,313

Finance costs

535,736

434,427

Finance income

(23,810

)

-

6,279,406

2,831,345

Increase in trade and other debtors

(3,213,164

)

(240,841

)

Increase in trade and other creditors

2,643,633

816,296

Cash generated from operations

5,709,875

3,406,800

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

4,463,328

4,046,343

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

4,046,343

2,604,042

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

4,046,343

416,985

4,463,328

4,046,343

416,985

4,463,328

Debt

Debts falling due within 1 year

(746,446

)

(386,364

)

(1,132,810

)

Debts falling due after 1 year

(5,374,444

)

(3,365,372

)

(8,739,816

)

(6,120,890

)

(3,751,736

)

(9,872,626

)

Total

(2,074,547

)

(3,334,751

)

(5,409,298

)