Registration number:
for the
Year Ended 31 December 2025
Sunshine Care Topco Limited
Contents
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Company Information |
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Directors' Report |
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Strategic Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Sunshine Care Topco Limited
Company Information
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Directors |
S J C Gray F D Porter G Baker S Shah |
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Registered office |
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Auditors |
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Sunshine Care Topco Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the for the year ended 31 December 2025.
Directors of the company
The directors who held office during the year were as follows:
Employment of disabled persons
It is group policy to give fair consideration to the employment needs of disabled people and to comply with current legislation with regard to their employment. Wherever practicable, we continue to employ and promote the careers of existing employees who become disabled and to consider disabled persons for employment, subsequent training, career development and promotion on the basis of their aptitudes and abilities.
Employee involvement
The Directors recognise the importance of human resource practices to provide good communications and relations with employees, including providing them with information on matters of concern to them as employees.
Future developments
The external environment is expected to remain competitive going forward, particularly recognising the UK's challenging labour market, However, the directors remain confident that the group will continue to improve its current level of performance in the future and will continue to trade as a going concern for the reasons identified in note 2 to the financial statements.
Financial instruments
Going concern
The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Sunshine Care Topco Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the group is the administration of a group involved in the ownership and management of residential nursing and community facilities which specialise in providing care for working age adults with complex needs.
Fair review of the business
The results for the period which are set out in the profit and loss account show turnover of £136,365,625 (2024 - £98,299,863) and an operating profit of £11,896,494 (2024 - £7,339,235). At 31 December 2025, the group had total assets less current liabilities of £146,166,022 (2024 - £140,006,084). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Section 172 statement
The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006. The Company has considered the long term-strategy of the business and consider that this strategy will continue to deliver long term success to the business and it's stakeholders.
The Company is committed to maintaining an excellent reputation and strives to achieve high standards. We are highly selective about the employees that we take on in order to deliver the best value to service users while also maintaining an awareness of the environmental impact of the work done, and strive to reduce carbon footprint where possible.
The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.
In ensuring that all stakeholders are considered as part of every decision process, we believe we act fairly between all members of the Company.
Strategy
The Group's primary area of activity was providing care services in residential nursing and community facilities. The Group believes that the key three drivers for its success are the continual focus on the high quality provision of care services, the high level of effort from staff and strong financial control. These drivers support the delivery of the Group's objectives, customer's priorities and future opportunities. This is demonstrated through the successful tender processes being entered into by members of the Group with local authorities.
Environment
The Group is aware of its environmental impact and is monitoring this. There have been some initiatives implemented to aid in decreasing the Group's carbon footprint, including installing more energy efficient lights in the care homes, measures to minimise waste across the Group where possible, with items being recycled wherever possible and training of managers on environmental awareness.
Outlook for the business
The Directors expect that the next year will have a mix of challenges as the health and social care industry tightens and evolves. However, the Directors believe that the Group is well positioned to manage resultant risk and prosper during the period due to its:
• committed workforce
• broad spectrum of customers
• good working relationships with local authorities in a large area of the United Kingdom
• strong balance sheet
• continued investment in staff development, best practice and modern processes and systems
Longer term prospects for Sunshine Care Topco Limited are heavily linked with the wider UK economy.
Sunshine Care Topco Limited
Strategic Report for the Year Ended 31 December 2025
Principal risks and uncertainties
Principal risks to the organisation are managed through organisational risk registers. These identify all of the potential risks to the business with mitigating controls for managing and monitoring risk.
The organisation has set up a sub-committee to the board, the Quality and Safety audit committee, chaired by a Non- Executive Director and attended by the Director of Quality and Integrated Governance.
All risks are profiled and the Board is regularly updated on the current status of risks to the organisation and commensurate risk mitigation strategies.
Reputational risk
Provision of poor or inappropriate levels of care would cause severe damage to our brand and the ability of the business to attract new residents. The business operates sophisticated levels of performance monitoring with regular reporting to senior management and the Board of any potential issues.
Health and safety
We believe that no serious injury to staff, residents, their guests or anyone else on our premises is acceptable. Everyone in our business has accountability for health and safety, and they are given the necessary tools (including training, safety equipment and resources) to operate safely.
Government policy
Continued pressure is being exerted to reduce Government and Local Authority spending, which is manifesting itself increasingly in the reduction of fees being paid for the care of funded residents.
Employment of staff
Our business thrives on the skills and expertise of the staff we employ. As the economy recovers, the shortage of appropriate labour is a potential risk to the business. This is particularly acutely felt with the national shortage of qualified nursing staff. In order to mitigate this risk, the business has a proactive Human Resources and Recruitment team which has introduced an innovative staff incentive scheme in which all staff can share in the success of the business.
Cost base inflation
The principal costs for the successful operation of the business include staff costs, energy and food. All of these areas are subject to on-going cost pressures in excess of inflation. In order to mitigate these issues, we have a well organised procurement process to source energy and food at the best possible rates. We also have a well organised operations structure to ensure that labour is employed as effectively as possible.
Sunshine Care Topco Limited
Strategic Report for the Year Ended 31 December 2025
Carbon energy reporting
We have implemented a large environmental focus this year, covering energy, waste, water and transport. We engaged Sustainable Advantage, a leading sustainability consultancy company as part of our long term commitment to sustainability and adopting best practice in reducing our impact on the planet. Throughout the year, we have focussed on driving down our carbon emissions and eliminating unnecessary waste following the hierarchy of reduce, reuse, recycle and recover. Our key objectives are:
Reduce energy consumption by 5%
Procure 25% renewable electricity
Reduce water usage by 5%
Reduce waste generated by 5%
Increase recycling rate to more than 25%
Reduce transport emissions by 5%
Increase supplier engagement by 25%
Reach net zero
Reduce carbon intensity ratio by 5%
Climate change is no longer the concern of a few but now the recognised challenge of our generation. Every individual, business and organisation have a role to play in reducing our dependency on fossil fuels and supporting the urgent need for a transition to a net zero carbon and resilient world. We are committed to responsibly managing the short and long-term impacts of our operations including the use of natural resources and the production and consumption of energy, waste and water. We have already made considerable progress reducing our environmental footprint through investing in a range of sustainability projects. This report covers the Swanton Care & Community Limited group for the period 1 January 2025 - 31 December 2025. No carbon energy is used by either Sunshine Care Topco Limited, Sunshine Care Midco Limited or Sunshine Care Bidco Limited.
The information in this report consist of energy usage, including electricity and gas, as well as vehicle emissions. The units of measurement are kilowatt hours and tonnes of carbon emissions. Calculations have been undertaken in line with the guidance from the Department for Business, Energy and Industrial Strategy.
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Tonnes of C02e |
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Electric |
435 |
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Gas, oil and air conditioning |
1,259 |
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Cars and mileage |
978 |
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Total |
2,672 |
The total tonnes of CO2e is 2,672, compared to group revenue of £136,365,625 and EBITDA of £21,146,125, which equates to 1 tonne of CO2e for every £51,035 of revenue and 1 tonne of CO2e for every £7,914 of EBITDA earned. Renewable energy is also being utilised, with tonnes of CO2e mitigated during the year of 474.
To reduce our energy usage, we are currently changing to more efficient LED lights across our portfolio, on a rolling basis. Along with lights, when any equipment including boilers, requires replacement, we are considering factors such as efficiency, maintenance requirements, availability of replacement parts and durability when sourcing replacements. We are also implementing a best practice guide to energy amongst staff members on how they can change their behaviours to reduce energy consumption.
To reduce our carbon emissions related to transport, we are buying second hand vehicles, sticking to our principal of reusing rather than waste, when needing to replace vehicles. Fuel efficiency is also a key decision factor when buying a replacement vehicle. We are also moving away from diesel engines and encouraging staff to car pool or use public transport where possible.
Approved by the
Director
Sunshine Care Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Sunshine Care Topco Limited
Independent Auditor's Report to the Members of Sunshine Care Topco Limited
Opinion
We have audited the financial statements of Sunshine Care Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Sunshine Care Topco Limited
Independent Auditor's Report to the Members of Sunshine Care Topco Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
Sunshine Care Topco Limited
Independent Auditor's Report to the Members of Sunshine Care Topco Limited
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Sunshine Care Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Other operating income |
51,010 |
3,602 |
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
(22,146,133) |
(17,342,206) |
|
|
Other operating income |
907,160 |
687,336 |
|
|
EBITDA |
21,146,165 |
13,993,472 |
|
|
Amortisation |
(2,949,728) |
(1,936,954) |
|
|
Depreciation |
(4,263,702) |
(2,650,499) |
|
|
Exceptional items |
(1,940,962) |
(1,856,563) |
|
|
Loss on disposal of tangible fixed assets |
(95,279) |
(210,221) |
|
|
Operating profit |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
( |
( |
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Sunshine Care Topco Limited
(Registration number: 10800773)
Consolidated Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
- |
|
|
|
Debtors: Amounts falling due within one year |
|
|
|
|
Cash at bank and in hand |
6,823,170 |
10,911,501 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
|
Provisions for liabilities |
|
|
|
|
175,379,603 |
164,044,408 |
||
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
|
|
Total capital, reserves and long term liabilities |
146,166,022 |
140,006,084 |
Approved and authorised by the
Director
Sunshine Care Topco Limited
(Registration number: 10800773)
Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors: Amounts falling due within one year |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
|
|
Total capital, reserves and long term liabilities |
24,605,204 |
24,566,031 |
The company made a loss after tax for the financial year of £3,198,954 (2024 - loss of £2,969,504).
Approved and authorised by the
Director
Sunshine Care Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2025 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
At 31 December 2025 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
Purchase of own share capital |
(2) |
- |
2 |
- |
- |
|
At 31 December 2024 |
|
|
|
( |
( |
Sunshine Care Topco Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2025 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
(3,198,954) |
|
New share capital subscribed |
|
|
- |
- |
|
|
At 31 December 2025 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
Purchase of own share capital |
(2) |
- |
2 |
- |
- |
|
At 31 December 2024 |
|
|
|
( |
( |
Sunshine Care Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss on disposal of tangible assets |
|
|
|
|
Finance costs |
|
|
|
|
Corporation tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in stocks |
|
( |
|
|
(Increase)/decrease in debtors |
( |
|
|
|
(Decrease)/increase in creditors |
( |
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of subsidiaries net of cash acquired |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
|
|
|
|
Payments to finance lease creditors |
- |
( |
|
|
Debt issue costs paid |
( |
- |
|
|
Net cash flows from financing activities |
( |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
6,823,170 |
10,911,501 |
|
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
As permitted by Section 408 of the Companies Act 2006, the Parent Company's statement of comprehensive income has not been included in these financial statements. The company's loss for the period includes a loss of £3,198,954 (2024 - £2,969,504) dealt with in the profit and loss account of the Parent Company.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Changes in accounting policy
The following have been applied for the first time from 1 January 2025 and have had an effect on the financial statements:
Early Adoption of Amendments to FRS 102
The group has chosen to early adopt the amendments to FRS 102 issued in September 2024.
The amendments to FRS 102 have revised the accounting for leases where the Group has opted to apply the practical expedient under paragraph 1.48 to all of its leases which has had the following impact;
Right of use assets as at 31 December 2025 - £3,145,813 (on transition as at 1 January 2025 - £3,998,385)
Lease Liabilities as at 31 December 2025 - £3,258,299 (on transition as at 1 January 2025 - £3,957,528)
Impact to profit and loss account for the period 1 January 2025 to 31 December 2025 is £121,508.
The amendments to FRS 102 have revised the accounting for leases of the company has had no impact.
The amendments to FRS 102 have introduced changes to revenue recognition policies and fair value measurement requirements. The group has early adopted these amendments with them having no impact on the financial statements.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Accounting estimates and judgements
Key sources of estimation uncertainty
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives of the assets so these are re-assessed annually and amended when necessary to reflect current estimates.
Impairment of tangible assets
Management have assessed the land and buildings portfolio for impairment using an earnings multiplier valuation methodology. The assessment of future earnings, and appropriate market multiples is inherently judgemental.
Impairment of debtors
The Company makes an estimate for the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
Critical accounting judgements in applying the Company's accounting policies
There are no such judgements in this current period.
Revenue recognition
In line with the companies application for early adoption of the amendments to FRS 102, the revenue recognition model for accounting has been amended to revenue from contracts with customers and applies the five step model to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods and services. Revenue from contracts with customers is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
There are five steps involved in applying this model:
•Step 1: Identify the contract(s) with a customer
•Step 2: Identify the performance obligations in the contract
•Step 3: Determine the transaction price
•Step 4: Allocate the transaction price to the performance obligations in the contract; and
•Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Accordingly there was no material change in revenue recognition due to the transition to the five step model. Revenue is recognised at the point in time when the care services are provided to the customer
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
2% on cost |
|
Fixtures, fittings and equipment |
10%-25% on cost |
|
Motor vehicles |
25% on cost |
Land and assets under construction are not depreciated.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 20 years |
|
Negative goodwill |
Straight line over 3 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Operating profit |
Arrived at after charging
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation of goodwill |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
(19,549) |
60,757 |
|
Loss on disposal of property, plant and equipment |
95,279 |
210,221 |
|
Exceptional items |
|
2025 |
2024 |
|
|
Exceptional expenses |
1,940,962 |
1,856,563 |
Exceptional costs in the current year consists of £459,049 of salary and redundancy costs, £377,224 of property set up costs, £572,135 of one off professional fees and £532,554 of other non recurring expenses.
Exceptional costs in the current year consists of £174,000 consultancy costs on acquisitions, £147,208 of one off recruitment costs, £156,838 of consultancy costs associated with capital allowance reviews, £246,846 of non recurring staff costs and £1,131,671 of other non recurring expenses.
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Finance costs on preference shares |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
- |
|
|
Loan note interest |
|
|
|
Amortisation of debt costs |
|
|
|
Right of use lease interest expense |
336,960 |
- |
|
|
|
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Care staff |
|
|
|
Administration and support |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration (including benefits in kind) |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
706,796 |
550,567 |
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
47,300 |
45,500 |
|
Other fees to auditors |
||
|
Non-audit fees |
|
|
Non audit fees consists of £67,200 (2024 - £59,500) in relation to the preparation of financial statements and corporation tax computations, as well as £60,000 (2024- £59,000) in relation to due diligence fees on acquisitions during the year.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax adjustment to prior periods |
( |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of (credit) / expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from unrecognised tax loss or credit |
|
|
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
|
|
Tax increase (decrease) arising from group relief |
(1,014,500) |
- |
|
Total tax charge |
|
|
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Accelerated capital allowances |
|
|
Long term timing differences |
|
|
|
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
Long term timing differences |
|
|
|
|
Intangible assets |
Group
|
Goodwill |
Negative goodwill |
Total |
|
|
Cost |
|||
|
At 1 January 2025 |
|
( |
|
|
Additions acquired separately |
|
- |
|
|
At 31 December 2025 |
|
( |
|
|
Amortisation |
|||
|
At 1 January 2025 |
|
( |
( |
|
Amortisation charge |
|
- |
|
|
At 31 December 2025 |
|
( |
|
|
Carrying amount |
|||
|
At 31 December 2025 |
|
- |
|
|
At 31 December 2024 |
|
- |
|
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Right of use assets |
Properties under construction |
Total |
|
|
Cost |
||||||
|
At 1 January 2024 |
|
|
|
- |
|
|
|
On transition to early adoption of amendments to FRS 102 |
- |
- |
- |
|
- |
|
|
Additions |
|
|
|
- |
|
|
|
Acquired through business combinations |
- |
|
- |
- |
- |
|
|
Disposals |
( |
- |
- |
- |
- |
( |
|
At 31 December 2025 |
|
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2024 |
|
|
|
- |
|
|
|
Charge for the year |
|
|
|
|
- |
|
|
Eliminated on disposal |
( |
- |
- |
- |
- |
( |
|
At 31 December 2025 |
|
|
|
|
|
|
|
Carrying amount |
||||||
|
At 31 December 2025 |
|
|
|
|
|
|
|
At 31 December 2024 |
|
|
|
- |
|
|
The amendments to FRS 102 have revised the accounting for leases. The company has early adopted these amendments, leading to the recognition of right of use assets with a net book value of £3,998,385 as at 1 January 2025 and subsequently £3,145,813 as at 31 December 2025. right of use assets relate to freehold properties and motor vehicles which the group leases for use in its operations. See note 2 for more details.
Included within the net book value of land and buildings above is £6,664,347 (2024 - £6,438,727) of land that has not been depreciated.
Leased plant and machinery
At 31 December 2025, the net carrying amount of motor vehicles leased under a finance lease was £nil (2024 - £71,017).
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 January 2025 and at 31 December 2025 |
|
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
Scotland |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
Ordinary |
|
|
|
|
England and Wales |
||||
|
|
|
|
|
|
|
England and Wales |
||||
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
The principal activity of Sunshine Care Midco Limited and Sunshine Care Bidco Limited is an intermediate holding company.
The principal activity of Swanton Care & Community Limited is the administration of a Group involved in the ownership and management of residential nursing and community facilities which specialise in providing care for working age adults with complex needs.
The principal activity of all other subsidiary companies is that of either adult residential/nursing care, supported living services, homecare services or the provision of children's residential care, other than;
Swanton care & Community (Glenpath Holdings) Limited and Values in Care (Holdings) Limited, which are that of holding companies for investments in wholly owned trading subsidiaries (Swanton Care & Community (Autism North) Limited and Values in Care Limited), and the ownership and rental of commercial property to those companies, so that they can carry out the operational trade of residential care and other services.
G.R.S. (Care) Limited, Emerald care Holdings Yorkshire Limited, Emerald care Services Limited, L H Social Care Limited, Green Rose Care Limited, Care Homes for Adults with Disabilities Limited, Swanton Care & Community (Contracts) Limited and Freedom Care and Support Limited, which are all dormant companies.
During the year, Oaklands Support Limited was hived into another group company and subsequently became dormant.
All companies have the same registered office as Sunshine Care Topco Limited other than Swanton Care & Community (Southfield House Care Services) Limited, which has a registered office of Southfield House, Slamannan, Falkirk, FK1 3BB; Values In Care (Holdings) Limited and Values In Care Limited, which both have a registered office of Tredomen Innovation & Technology Centre, Tredomen Business Park, Hengoed, Wales, CF82 7FQ and L H Social Care Limited, which has a registered office of Bblc Innovation Way, Wilthorpe, Barnsley, South Yorkshire, S75 1JL.
* - Owned directly by Swanton Care & Community Limited
** - Owned directly by Sunshine Care Bidco Limited
*** - Owned directly by Sunshine Care Midco Limited
**** - Owned directly by Swanton Care & Community (Glenpath Holdings) Limited
***** - Owned directly by Swanton Care & Community (Andrew Frederick Care Homes) Limited
****** - Owned directly by Swanton Care & Community (Maesteilo Care Homes) Limited
****** Owned directly by Values In Care (Holdings) Limited
******* Owned directly by Emerald Care Holdings Yorkshire Limited
******** Owned directly by Courtyard Care Limited
^ - Owned directly by TCD (Holdings) Limited
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Business combinations |
On
Positive Care and Support Limited and its subsidiary Deaconstar Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Tangible assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
|
|
Total consideration |
4,312,234 |
|
Satisfied by: |
|
|
Cash |
4,312,234 |
|
Cash flow analysis: |
|
|
Cash consideration |
|
|
Less: cash and cash equivalent balances acquired |
( |
|
Net cash outflow arising on acquisition |
|
|
|
|
The useful life of goodwill is
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Corporation tax asset |
|
|
- |
- |
|
|
|
|
|
|
||
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax liability |
- |
|
- |
- |
|
|
|
|
- |
- |
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Other creditors |
|
|
|
|
|
|
168,315,612 |
157,669,294 |
43,185,848 |
39,986,896 |
||
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Finance lease liabilities |
|
|
- |
- |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
- |
- |
|
Finance lease liabilities |
|
- |
- |
- |
|
Redeemable preference shares |
|
|
|
|
|
Other borrowings |
|
|
- |
- |
|
|
|
|
|
|
The redeemable preference shares are redeemable at the option of the company or at the option of a majority of preference share holders. The preference shares are entitled to a cumulative 8% preference dividend.
The bank loans are secured over certain assets of the group by way of fixed and floating charges, and obligations under finance leases are secured over the assets to which they relate.
During the year, the group drew down on an additional loan facility to assist with acquisitions. All loans are now due for repayment in full in 2030. The interest rate charged is margin plus 6.75% per year.
The total bank loan balance is shown net of debt costs of £1,592,912 (2024 - £1,399,913). The gross amount outstanding as at 31 December 2025 was £99,327,450 (2024 - £96,262,326).
The other borrowings include loan notes of £13,550,200 (2024 - £13,550,200) and accrued interest on the loan notes of £11,101,950 (2024 - £9,269,785). Interest is accrued at 8% and the loan notes fall due for repayment in 2031. Of the interest balance, £3,162,660 has been settled via PIK loan notes as at 31 December 2025.
The amendments to FRS 102 have revised the accounting for leases. The group has early adopted these amendments, leading to the recognition of lease liabilities with a carrying value of £3,957,528 on transition as at 1 January 2025 and subsequently £3,258,299 at 31 December 2025. Interest of £336,960 has been recognised for the year ended 31 December 2025 using an interest rate of 9.50% with a cash outflow for the same period of £926,602. A lease liability of £515,223 is due within one year and £2,743,076 is due after more than one year. See note 2 for more details. There was no impact on Sunshine Care Topco Limited's individual accounts.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
7,910 |
|
7,910 |
|
|
|
190 |
|
98 |
|
|
|
1,355 |
|
1,000 |
|
|
|
|
|
|
During the year, 9,243 Ordinary G shares were allotted for a aggregated nominal value of £92.43, and 35,500 Ordinary H shares were allotted for an aggregated nominal value of £355.
Rights, preferences and restrictions
|
A shares have the following rights, preferences and restrictions: |
|
Preference shares have the following rights, preferences and restrictions: |
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
- |
|
Later than five years |
|
- |
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
- |
|
|
Later than one year and not later than five years |
- |
|
|
- |
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £Nil (2024 - £42,480).
The amendments to FRS 102 have revised the accounting for leases. The company and group has early adopted these amendments, leading to there being £nil operating leases as at 31 December 2025 with these instead being included in the finance lease liabilities note. See note 2 and the loans and borrowings note for further detail and disclosure.
Sunshine Care Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Analysis of changes in net debt |
Group
|
At 1 January 2025 |
Financing cash flows |
Other non-cash changes |
At 31 December 2025 |
|
|
Cash and cash equivalents |
||||
|
Cash |
10,911,501 |
(4,088,331) |
- |
6,823,170 |
|
Borrowings |
||||
|
Long term borrowings |
(94,862,413) |
(2,872,125) |
- |
(97,734,538) |
|
Lease liabilities |
(283) |
283 |
(3,267,521) |
(3,267,521) |
|
Loan notes |
(22,819,985) |
- |
(1,832,165) |
(24,652,150) |
|
Preference shares, incl interest |
(39,986,896) |
- |
(3,198,952) |
(43,185,848) |
|
(157,669,577) |
(2,871,842) |
(8,298,638) |
(168,840,057) |
|
|
|
||||
|
(146,758,076) |
(6,960,173) |
(8,298,638) |
(162,016,887) |
|
|
Related party transactions |
During the year, £1,832,165 (2024 - £1,700,752) of loan note interest was accrued at a rate of 8.0% per annum on the loan notes of £13,550,200 (2024 - £13,550,200) owed to the group's ultimate controlling party, Apposite Healthcare II GP LLP.
|
Parent and ultimate parent undertaking |
The ultimate controlling party is