Directors Report 1

The Directors present the Strategic report for Advanced Childcare Services Limited ("the Company"), together with the financial statements for the nine months ended 30 September 2018. Principal activities The principal activity of the Company is to act as a holding company for the subsidiaries in note 8 providing specialist care services for children. At the balance sheet date, the Company was a wholly-owned subsidiary of the ultimate holding company, Cambian Group Limited ("the Group"). On 19 October 2018 the Company's ultimate controlling party Cambian Group Limited was acquired by CareTech Holdings PLC ("CareTech"). The Company has shortened its accounting period to nine months in order to align with the CareTech year-end, being 30 September. Comparatives are for the full year ending 31 December 2017. Details of this and other significant events since the balance sheet date are contained in the Director's report. Business review The profit for the year is shown in the profit and loss account on page 6. The Company's Key Performance Indicators ("KPIs") are net assets and profit before tax. Movement in the KPIs in the year were as follows: Sheet1 For comparative purposes, financial KPI's have been represented on a pro-rata basis for 2017. Non-financial KPIs are not material for the company as they are reviewed on a Group basis. On 27 April 2018 the company increased its investment in Cambian Childcare Limited by ?10m by subscribing for one ordinary share of ?1 with a share premium of ?9,999,999. In 2018, the Company re-organised its intercompany loans with other wholly owned subsidiaries of the Cambian Group and received ?0.9m (2017 pro rata: ?1.1m) of interest on these loans. As a result, the Company's net assets have increased. Details of significant events since the balance sheet date are contained in the Director's report. The Company is expected to continue to hold its investments in subsidiaries. Business risks and strategy There is a going concern risk because of the possible diminution of the value of the Company's investments in underlying entities. The valuation of investments in underlying entities is based on the operating performance as well as the net asset value of these entities at reporting date. The risk is mitigated through the continuous review of the performance of these entities by the Directors and the implementation of strategies at this level to ensure that these entities remain profitable. At balance sheet date, the Company is a wholly-owned subsidiary of the ultimate holding company, Cambian Group Limited ("the Group"), which at the balance sheet date was listed on the London Stock Exchange Details of the Group's business risks and strategy can be reviewed in the Annual Report which is available at the registered address. Please refer to the director's report for details of change in control. Approved by the Board of Directors and signed on behalf of the Board by:

C Dickinson Director 2019-06-21 00:00:00
Advanced Childcare Services Limited Directors' report
The Directors present their annual report on the affairs of the Company, together with the financial statements for the nine months ended 30 September 2018. Going concern The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a minimum of twelve months from signing. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 2 of the financial statements. Future developments The Company intends to continue to act as a holding company for the subsidiaries listed in note 8. Further details of the Group's future plans can be found in the Group's annual report which can be obtained as set out in note 12. Financial risk management objectives and policies Credit risk The Company's credit risk arises primarily from dealings with wholly-owned entities within the Cambian Group of companies. As such this risk is not viewed as significant. Liquidity risk In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group, of which the Company is a member, uses a mixture of cash balances and agreed bank facilities. The Group prepares and monitors a cash flow forecast which reflects known commitments and ensures financial instruments are arranged as necessary to facilitate the requirements. Post balance sheet events At balance sheet date, the ultimate controlling party was Cambian Group plc, a publically listed company. On 19 October 2018, the ultimate controlling party changed to CareTech Holdings PLC. On this date CareTech Holdings PLC acquired all of the issued share capital of Cambian Group plc by way of a scheme of arrangement of Cambian under Part 26 of the Companies Act. This is in line with the Rule 2.7 Offer as announced on 16 August 2018. As a result Cambian Group plc, a public company, has reregistered as Cambian Group Limited, a private company on 16 November 2018. Dividends The Directors do not recommend the payment of a dividend (2017: thil). Directors The Directors, who served during the year and up to the date of signing the financial statements, were as follows: M S Asaria (resigned 18 October 2018) AM Carrie (resigned 30 May 2019) C K Dickinson (appointed 28 March 2019) A Kang (resigned 18 October 2018) J J Ivers (appointed 28 March 2019) FR Sheikh (appointed 28 March 2019) HR Sheikh (appointed 28 March 2019) D Wiles (appointed 18 October 2018)

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Advanced Childcare Services Limited Directors' report (continued)
Directors' indemnities The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report.

Approved by the Board of Directors and signed on its behalf by:

Ca'd.

C Dickinson Director 2019-06-21 00:00:00
Advanced Childcare Services Limited Directors' responsibilities statement

The Directors are responsible for preparing the annual 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), including FRS 101 "Reduced Disclosure Framework". 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 then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Advanced Childcare Services Limited

Directors Report 2

The Directors present the Strategic report for Advanced Childcare Services Limited ("the Company"), together with the audited financial statements for the year ended 3 I December 2017. Principal activities The principal activity of the Company is to act as a holding company for the subsidiaries in note 8 providing specialist care services for children. Business review The profit/(loss) for the year is shown in the Profit and loss account on page 9. The Company's Key Performance Indicators ("KPIs") are net assets and profit before tax. Movement in the KPIs in the year were as follows: 2017 2016 Movement ?'000 ?'000 Net assets 31,904 30,729 3.8% Profit/(loss) before tax 1,455 (1) -100% ?Non-financial KPIs are not material for the company as they are reviewed on a Group basis. In 2017, the company re-organised its intercompany loans with other wholly owned subsidiaries of the Cambian Group and received ?1.45m (2016:inn) of interest on these loans. Details of significant events since the balance sheet date are contained in the Director's report. The Company is expected to continue to hold its investments in subsidiaries.
Business risks and strategy There is a going concern risk because of the possible diminution of the value of the Company's investments in underlying entities. The valuation of investments in underlying entities is based on the operating performance as well as the net asset, value of these entities at reporting date. The risk is mitigated through the continuous review of the performance of these entities by the Directors and the implementation of strategies at this level to ensure that these entities remain profitable. The Company is a wholly-owned subsidiary of the ultimate holding company, Cambian Group plc ("the Group"), which is listed on the London Stock Exchange. Details of the Group's business risks and strategy can be reviewed in the Annual Report which is available on the Group's website. Approved by the Board of Directors and signed on behalf of the Board by:
-71,16,a6 A Kang Director 2018-04-27 00:00:00

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Advanced Childcare Services Limited Directors' report

The Directors present their annual report on the affairs of the Company, together with the audited financial statements for the year ended 31 December 2017.
Going concern The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a minimum of 12 months from signing. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 2 of the financial statements.
Future Developments The Company intends to continue to act as a holding company for the subsidiaries listed in note 8. Further details of the Group's future plans can be found in the Group's annual report which can be obtained as set out in note 12.
Financial risk management objectives and policies Credit risk The Company's credit risk arises primarily from dealings with wholly-owned entities within the Cambian Group of companies. As such this risk is not viewed as significant.
Liquidity risk In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group, of which the Company is a member, uses a mixture of cash balances and agreed bank facilities. The Group prepares and monitors a cash flow forecast which reflects known commitments and ensures financial instruments are arranged as necessary to facilitate the requirements.
Post balance sheet events On 27 April 2018 the company. has increased its investment in Cambian Childcare Limited by ?10m by subscribing for one ordinary share of ? 1 with a share premium-of ?9,999,999. Dividends The Directors do not recommend the payment of a dividend (2016: blip.
Directors The Directors, who served during the year except as noted, were as follows:
M S Asaria A M Carrie (appointed 9 May 2017) A Kang (appointed 12 July 2017)
Directors' indemnities The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report.

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Advanced Childcare Services Limited Directors' report (continued)

Auditor
Each of the persons who is a Director at the date of approval of this report confirms that: ?so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and ?the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate arrangements are being made for them to be deemed reappointed as auditor under s487 of the Companies Act 2006 unless the members exercise their statutory rights to prevent reappointment.
Approved by the Board of Directors and signed on its behalf by:

47-1./07,44, A Kang Director 2018-04-27 00:00:00

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Advanced Childcare Services Limited Directors' responsibilities statement
The Directors are responsible for preparing the annual 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), including FRS 101 "Reduced Disclosure Framework". 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 then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; 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 Company's transactions and disclose with reasonable accuracy at any time the financial position of 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Advanced Childcare Services Limited
Independent auditor's report to the members of Advanced Childcare Services Limited Report on the audit of the financial statements Opinion
In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at 31 December 2017 and of
?have been properly prepared in accordance with United Kingdom Generally Accepted
Framework"; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Advanced Childcare Services Limited (the 'company') which comprise: ?the profit and loss account; ?the balance sheet; ?the statement of changes in equity; ?the related notes 1 to 13.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial .statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We are required by ISAs (UK) to report in respect of the following matters where: ?the Directors' use of the going concern basis of accounting in preparation of the financial statements is not appropriate; or ?the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
We have nothing to report in respect of these matters.
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.

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Advanced Childcare Services Limited
Independent auditor's report to the members of Advanced Childcare Services Limited (continued)
Other information (continued) 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 respect of these matters. Responsibilities of Directors As explained more fully in the Directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the ?basis of these financial statements. A further description of our responsibilities 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 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. Report on other legal and regulatory requirements 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 strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ?the strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the Directors' report.

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Advanced Childcare Services Limited
Independent auditor's report to the members of Advanced Childcare Services Limited (continued)
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion: ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the 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.
We have nothing to report in respect of these matters.

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Mark Beddy (Statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor London, United Kingdom 2018-04-27 00:00:00
Advanced Childcare Services Limited

Directors Report 3

The Directors present the Strategic report for Cambian Group Limited ("the Company") and its subsidiaries (consolidated as "the Group") together with the audited financial statements for the nine month period ended 30 September 2018. On 19 October 2018 the Group was acquired by CareTech Holdings PLC ("CareTech"). The Group has shortened its accounting period to nine months in order to align with the CareTech year-end, being 30 September. Comparatives are the full year ending 31 December 2017. Details of significant events since the