Company registration number 04610445 (England and Wales)
HAPPY DAYS CONSULTANCY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
HAPPY DAYS CONSULTANCY LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
HAPPY DAYS CONSULTANCY LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
5
5
Current assets
Debtors
6
12,654,604
11,157,511
Cash at bank and in hand
15,429
63,949
12,670,033
11,221,460
Creditors: amounts falling due within one year
7
(12,257,261)
(10,708,299)
Net current assets
412,772
513,161
Net assets
412,777
513,166
Capital and reserves
Called up share capital
340,000
340,000
Profit and loss reserves
72,777
173,166
Total equity
412,777
513,166

The notes on pages 3 to 9 form part of these financial statements.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

 

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 21 January 2025 and are signed on its behalf by:
T Kilby
Director
Company Registration No. 04610445
HAPPY DAYS CONSULTANCY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
340,000
152,441
492,441
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
20,725
20,725
Balance at 31 December 2022
340,000
173,166
513,166
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(100,389)
(100,389)
Balance at 31 December 2023
340,000
72,777
412,777

The notes on pages 3 to 9 form part of these financial statements.

HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Happy Days Consultancy Limited is a private company limited by shares incorporated in England and Wales. The registered office is Happy Days Nurseries, Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA.

1.1
Accounting convention

 

Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Exemption from preparing consolidated financial statements

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company is therefore exempt from the requirement to prepare consolidated financial statements.

 

Happy Days Consultancy Limited is a wholly owned subsidiary of H. Days Holdings Limited and the results of Happy Days Consultancy Limited are included in the consolidated financial statements of Pittshanger Holdco Limited which are available from Happy Days Nurseries, Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

The Company is part of the Happy Days Nursery Group of companies, headed by Pittshanger Holdco Limited. The Company, through the Group has access to finance facilities provided by the owner Zetland Capital, which can be drawn down to support the Group’s acquisition strategy and to fund working capital needs. These facilities have a final repayment date of July 2027.

 

The Company has received a commitment from the parent company that it will continue to provide financial support to the company, if required for a period of at least 12 months from the approval of these financial statements. In addition, confirmation has been received that intercompany loan balances will not be recalled unless sufficient liquidity exists.

 

As at the reporting date the Company had net current assets of £412,777 (2022: £513,166), including £12,164,704 (2022: £10,643,067) due to Group undertakings. As part of their assessment, the directors have reviewed the financial projections and facilities available to satisfy themselves that there is sufficient cash and headroom on loan covenants to support the going concern basis.

 

Based on this review the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover

Turnover represents management charges to group companies during the year.

HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.4
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

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

1.5
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.7
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.8
Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

 

Provisions are charged as an expense to statement of comprehensive income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

 

When payments are eventually made, they are charged to the provision carried in the statement of financial position.

1.9
Leases

Rentals paid under operating leases are charged to the statement of comprehensive income on a straight-line basis over the lease term.

1.10

Interest income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

1.11

Related parties

The company has taken advantage of the exemption available under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned members within the group.

HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The directors consider there to be no critical accounting estimates or judgements that are material to the company.

3
Employees

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

2023
2022
Number
Number
Total
6
-
0
4
Fixed asset investments
2023
2022
£
£
Investment in subsidiaries
5
5

The Company holds 100% of the ordinary share capital of Happy Days South West Limited and Happy Days Day Nurseries Limited, whose principal activities are the operation of childcare facilities.

 

Both subsidiaries have the same registered office as the Company.

5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Happy Days South West Limited
England
Operation of childcare facilities
Ordinary
100.00
-
Happy Days Day Nurseries Limited
England
Operation of childcare facilities
Ordinary
100.00
-
The Hollies Nursery Limited
England
Operation of childcare facilities
Ordinary
-
100.00
Yew Tree Nursery Limited
England
Operation of childcare facilities
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

England
Happy Days Nurseries Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA
HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
12,638,804
11,151,354
Other debtors
15,374
5,731
12,654,178
11,157,085
Deferred tax asset
426
426
12,654,604
11,157,511

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
9,661
-
0
Amounts owed to group undertakings
12,164,704
10,643,067
Taxation and social security
70,486
55,530
Other creditors
12,410
9,702
12,257,261
10,708,299

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

8
Financial commitments, guarantees and contingent liabilities

The company is party to cross guarantees given in respect of a group debt facilitiy agreement between H. Days Holdings Limited and Pittshanger Bidco Limited, providing access to an amount of £60,000,000 (2022: £60,000,000) which, at the period end, the total capital drawn and interest accrued amounted to £6,831,542 (2022: £Nil). This guarantee is secured by fixed and floating charges over the undertaking, all property and all assets present and future including land, shares and securities, assigned contracts, assigned insurances and assigned accounts of the company.

 

The company is party to cross guarantees given in respect of certain bank borrowings between H. Days Holdings Limited and Santander UK PLC, providing access to a senior loan facility of £6,000,000 and a growth capital facility of £1,000,00, which at the period end amounted to £6,004,504 (2022: £5,807,843). This guarantee is secured by fixed and floating charges over the undertaking, all property and assets present and future including land, shares and securities, intellectual property, investments, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances of the company.

HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
9
Operating lease commitments

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

2023
2022
£
£
Within one year
67,010
35,458
Between two and five years
128,307
12,417
195,317
47,875
10
Ultimate controlling party

The immediate parent company is H. Days Holdings Limited, a company registered in England and Wales. The registered office is Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA.

 

The ultimate parent company is Pittshanger Holdco Limited, company registered in England and Wales. The registered office is Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA. Pittshanger Holdco Limited is the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements can be obtained from the registered office.

 

The directors of Pittshanger Holdco Limited consider the ultimate controlling entity to be Zetland Special Situations Fund II SICAV-RAIF. registered in Luxembourg.

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Gary Tamkin.
The auditor was Azets Audit Services.
HAPPY DAYS CONSULTANCY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
12
Events after the reporting date

On 28 June 2024, the Company completed the acquisition of Home Counties Nurseries and Day Care Limited, a single setting nursery in Surrey, Toddletown Nursery and Daycare (Farnham) Ltd, a single setting nursery in Surrey and Toddletown Nursery and Daycare (Eastleigh) Ltd, a single setting nursery in Hampshire.

 

On 27 September 2024, the Company completed the acquisition of Tiddlers Day Nursery Limited, a single setting nursery in Bristol.

 

On 30 October 2024, the Company completed the acquisition of R&J Care Limited, a single setting nursery in Portsmouth.

 

The costs of investment and value of net assets acquired at completion were:

 

 

Cost of investment

Net assets acquired

 

£

£

Home Counties Nursery and Day Care Limited

2,940,000

333,000

Toddletown Nursery and Daycare (Farnham) Limited

4,280,000

605,000

Toddletown Nursery and Daycare (Eastleigh) Limited

2,121,000

379,000

Tiddlers Day Nursery Limited

1,301,000

517,000

R&J Care Limited

1,969,000

1,238,000

 

The acquisitions were funded by a shareholder loan from Zetland Capital Partners LLP.

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