REGISTERED NUMBER: 11885403 (England and Wales)

UNITED HEALTH GROUP 2 LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

6

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

to

26

DIRECTORS:

P J Pearson

M T Cheriton-Metcalfe

S D Travers

B M Morrish

K Stevens

SECRETARY:

J L Flintham

REGISTERED OFFICE:

Unit J The Quays

Burton Waters

Lincoln

Lincolnshire

LN1 2XG

REGISTERED NUMBER:

11885403 (England and Wales)

SENIOR STATUTORY AUDITOR:

Tara Bellamy FCA

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

4 Henley Way

Doddington Road

Lincoln

Lincolnshire

LN6 3QR

BANKERS:

HSBC Bank Plc

221 High Street

Lincoln

Lincolnshire

LN1 1TS

The directors present their strategic report of the company and the group for the year ended 31 January 2026.

REVIEW OF BUSINESS

The Group delivered a strong financial performance during the year ended 31 January 2026.

Turnover increased to £8.72 million from £6.10 million, representing growth of approximately 43%. Profit before taxation increased significantly to £3.16 million (2025: £1.29 million), while net assets increased to £8.62 million (2025: £6.27 million). These results reflect continued demand for the Group's specialist residential and educational services together with strong occupancy levels and operational efficiency improvements.

The Group generated operating profit of £3.42 million (2025: £1.60 million) and ended the year with cash balances of £6.36 million (2025: £0.30 million). The directors consider these results to be highly satisfactory and reflective of the strength of the underlying business model.

Key performance indicators

KPI

2026

2025

Revenue

£8.72m

£6.10m

Operating profit

£3.42m

£1.60m

Profit before tax

£3.16m

£1.29m

Net assets

£8.62m

£6.27m

Cash balances

£6.36m

£0.30m

Financial position

At the year end the Group had net assets of £8.62 million and cash balances of £6.36 million. The Group also successfully refinanced part of its banking facilities during the year, resulting in improved liquidity and a stronger current asset position. The directors believe the Group remains well positioned to support future growth opportunities and investment in its children's services and educational operations.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks affecting the Group include:

-funding pressure within the care and education sectors;

-recruitment and retention of suitably qualified staff;

-regulatory compliance with Ofsted and other sector-specific requirements;

-inflationary pressures affecting employment and operating costs;

-changes in local authority commissioning arrangements.

The Group mitigates these risks through structured governance, regular financial monitoring, staff development programmes, quality assurance procedures and maintenance of strong relationships with commissioning authorities.

FUTURE DEVELOPMENT

The directors intend to continue growing the Group through organic development of existing services and investment in additional capacity where demand exists. The Group expects demand for specialist residential care and education services to remain strong and continues to evaluate opportunities to expand both service offerings and geographical coverage.

GOING CONCERN

The directors have reviewed budgets, forecasts and projected cash flows covering a period of at least twelve months from the date of approval of the financial statements. Having considered available banking facilities, trading performance and forecast cash generation, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

ON BEHALF OF THE BOARD:

P J Pearson - Director

21 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of residential, therapeutic and educational services for children with emotional and behavioural difficulties.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2026.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

P J Pearson

M T Cheriton-Metcalfe

S D Travers

B M Morrish

K Stevens

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.

ON BEHALF OF THE BOARD:

P J Pearson - Director

21 August 2026

Opinion

We have audited the financial statements of United Health Group 2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 January 2026 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 three, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management incentives and opportunities for fraudulent manipulation of the financial statements, (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimate and judgemental areas of the financial statements such as depreciation of tangible fixed asset, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in preparation of the financial statements.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified compliance with Ofsted regulations as most likely to have such an effect.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. We inspected the latest Ofsted inspection reports from visits in the year for any instances of non-compliance and discussed with management the impact of the outcomes of these visits on operations of the children's homes. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

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. The further removed non-compliance with laws and regulations 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. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls.

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.

Tara Bellamy FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

4 Henley Way

Doddington Road

Lincoln

Lincolnshire

LN6 3QR

24 August 2026

TURNOVER

8,719,948

6,099,157

Cost of sales

3,461,494

2,845,626

GROSS PROFIT

5,258,454

3,253,531

Administrative expenses

1,937,701

1,680,784

3,320,753

1,572,747

Other operating income

97,747

23,667

OPERATING PROFIT

4

3,418,500

1,596,414

Interest payable and similar expenses

6

254,740

307,252

PROFIT BEFORE TAXATION

3,163,760

1,289,162

Tax on profit

7

815,207

282,853

PROFIT FOR THE FINANCIAL YEAR

2,348,553

1,006,309

Profit attributable to:

Owners of the parent

2,348,553

1,006,309

PROFIT FOR THE YEAR

2,348,553

1,006,309

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,348,553

Prior year adjustment

1,119,602

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

2,125,911

Total comprehensive income attributable to:

Owners of the parent

2,348,553

2,125,911

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

8,256,793

7,332,401

Investments

12

-

-

8,256,793

7,332,401

CURRENT ASSETS

Debtors

13

8,532,117

12,938,076

Cash at bank and in hand

6,359,292

300,553

14,891,409

13,238,629

CREDITORS

Amounts falling due within one year

14

10,409,432

14,254,856

NET CURRENT ASSETS/(LIABILITIES)

4,481,977

(1,016,227

)

TOTAL ASSETS LESS CURRENT LIABILITIES

12,738,770

6,316,174

CREDITORS

Amounts falling due after more than one year

15

(4,072,084

)

-

PROVISIONS FOR LIABILITIES

19

(49,457

)

(47,498

)

NET ASSETS

8,617,229

6,268,676

CAPITAL AND RESERVES

Called up share capital

20

48,130

48,130

Share premium

21

6,705

6,705

Capital redemption reserve

21

47,380

47,380

Retained earnings

21

8,515,014

6,166,461

SHAREHOLDERS' FUNDS

8,617,229

6,268,676

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

P J Pearson - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

8,256,795

7,332,403

Investments

12

17,000

17,000

8,273,795

7,349,403

CURRENT ASSETS

Debtors

13

6,709,082

10,716,541

Cash at bank and in hand

3,537,349

101,784

10,246,431

10,818,325

CREDITORS

Amounts falling due within one year

14

13,531,485

16,974,730

NET CURRENT LIABILITIES

(3,285,054

)

(6,156,405

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,988,741

1,192,998

CREDITORS

Amounts falling due after more than one year

15

(4,072,084

)

-

PROVISIONS FOR LIABILITIES

19

(49,457

)

(47,498

)

NET ASSETS

867,200

1,145,500

CAPITAL AND RESERVES

Called up share capital

20

48,130

48,130

Share premium

21

6,705

6,705

Capital redemption reserve

21

47,380

47,380

Retained earnings

21

764,985

1,043,285

SHAREHOLDERS' FUNDS

867,200

1,145,500

Company's loss for the financial year

(278,300

)

(187,142

)

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

P J Pearson - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 February 2024

47,380

4,040,550

-

47,380

4,135,310

Prior year adjustment

-

1,119,602

-

-

1,119,602

As restated

47,380

5,160,152

-

47,380

5,254,912

Changes in equity

Issue of share capital

750

-

6,705

-

7,455

Total comprehensive income

-

1,006,309

-

-

1,006,309

Balance at 31 January 2025

48,130

6,166,461

6,705

47,380

6,268,676

Changes in equity

Total comprehensive income

-

2,348,553

-

-

2,348,553

Balance at 31 January 2026

48,130

8,515,014

6,705

47,380

8,617,229

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 February 2024

47,380

1,230,427

-

47,380

1,325,187

Changes in equity

Issue of share capital

750

-

6,705

-

7,455

Total comprehensive income

-

(187,142

)

-

-

(187,142

)

Balance at 31 January 2025

48,130

1,043,285

6,705

47,380

1,145,500

Changes in equity

Total comprehensive income

-

(278,300

)

-

-

(278,300

)

Balance at 31 January 2026

48,130

764,985

6,705

47,380

867,200

Cash flows from operating activities

Cash generated from operations

1

8,160,613

2,515,744

Interest paid

(254,740

)

(305,708

)

Tax paid

(274,888

)

(455,583

)

Net cash from operating activities

7,630,985

1,754,453

Cash flows from investing activities

Purchase of tangible fixed assets

(1,108,146

)

(303,593

)

Sale of intangible fixed assets

-

(1,119,602

)

Sale of tangible fixed assets

-

4,588

Grant income

97,747

-

Net cash from investing activities

(1,010,399

)

(1,418,607

)

Cash flows from financing activities

New loans in year

4,360,000

-

Loan repayments in year

(4,093,501

)

(399,477

)

Amount introduced by directors

23,539

41,795

Amount withdrawn by directors

(851,885

)

(5,419

)

Share issue

-

750

Share premium

-

6,705

Net cash from financing activities

(561,847

)

(355,646

)

Increase/(decrease) in cash and cash equivalents

6,058,739

(19,800

)

Cash and cash equivalents at beginning of year

2

300,553

320,353

Cash and cash equivalents at end of year

2

6,359,292

300,553

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

2026

2025

as restated

£

£

Profit before taxation

3,163,760

1,289,162

Depreciation charges

183,754

179,855

Profit on disposal of fixed assets

-

(1,244

)

Amortisation

-

866,105

Government grants

(97,747

)

-

Finance costs

254,740

307,252

3,504,507

2,641,130

Decrease/(increase) in trade and other debtors

2,675,273

(714,334

)

Increase in trade and other creditors

1,980,833

588,948

Cash generated from operations

8,160,613

2,515,744

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 January 2026

31.1.26

1.2.25

£

£

Cash and cash equivalents

6,359,292

300,553

Year ended 31 January 2025

31.1.25

1.2.24

as restated

£

£

Cash and cash equivalents

300,553

320,353

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

300,553

6,058,739

6,359,292

300,553

6,058,739

6,359,292

Debt

Debts falling due within 1 year

(4,073,501

)

3,805,585

(267,916

)

Debts falling due after 1 year

-

(4,072,084

)

(4,072,084

)

(4,073,501

)

(266,499

)

(4,340,000

)

Total

(3,772,948

)

5,792,240

2,019,292

1.	STATUTORY INFORMATION

United Health Group 2 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group financial statements consolidate the financial statements of United Health Group 2 Limited and the entities it controls (its subsidiaries) drawn up to 31 January each year. Control comprises the power to govern the financial and operating policies of the investee via control of the issued share capital of those companies.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the group obtains control, and continue to be consolidated until the date that such control ceases.

The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies.

Subsidiaries acquired during the year are consolidated under the acquisition method of accounting, whereby underlying assets and liabilities, and the consideration paid, are recorded at their fair values. The deficit of the fair value of consideration paid less than the fair value of net assets acquired is presented as negative consolidation goodwill.

Intercompany balances and transactions, including unrealised profits arising from intragroup transactions, have been eliminated.

Significant judgements and estimates

In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis and are covered within the accounting policies:

(i) The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 10 for the carrying amount of the property plant and equipment, and accounting policy note for the usual economic lives of each class of assets.

(ii) The group makes an estimate of 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, ageing profile of debtors and historical experience. See note 12 for the net carrying amount of the debtors and associated impairment provision.

(iii) The group has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the statement of financial position. The assumptions reflect historical experience and current trends. See note 3 for the disclosures relating to the defined contribution pension scheme.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects.