Company registration number 07881184 (England and Wales)
H. DAYS HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
H. DAYS HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
H. DAYS HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
3,521,795
3,521,795
Current assets
Debtors
6
14,473,517
9,099,164
Cash at bank and in hand
25,982
74,066
14,499,499
9,173,230
Creditors: amounts falling due within one year
7
(6,768,725)
(5,400,238)
Net current assets
7,730,774
3,772,992
Total assets less current liabilities
11,252,569
7,294,787
Creditors: amounts falling due after more than one year
8
(26,820,632)
(18,336,135)
Net liabilities
(15,568,063)
(11,041,348)
Capital and reserves
Called up share capital
253,502
253,502
Share premium account
1,412,096
1,412,096
Capital redemption reserve
100,542
100,542
Capital contribution reserve
6,112,500
6,112,500
Profit and loss reserves
(23,446,703)
(18,919,988)
Total equity
(15,568,063)
(11,041,348)

The notes on pages 3 to 11 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. 07881184
H. DAYS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Capital redemption reserve
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
£
£
As restated for the year ended 31 December 2022:
Balance at 1 January 2022
253,501
1,096,093
100,542
-
(21,438,701)
(19,988,565)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
-
(4,691,368)
(4,691,368)
Acquisition adjustment
1
316,003
-
6,112,500
-
6,428,504
Debt release
-
-
-
-
7,210,081
7,210,081
Balance at 31 December 2022 as restated
253,502
1,412,096
100,542
6,112,500
(18,919,988)
(11,041,348)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
-
(4,526,715)
(4,526,715)
Balance at 31 December 2023
253,502
1,412,096
100,542
6,112,500
(23,446,703)
(15,568,063)

The notes on pages 3 to 11 form part of these financial statements.

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

H. Days Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 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.

 

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

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

 

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.3
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 £7,730,774 (2022 (as restated): net current assets of £3,772,992), including £27,368,909 (2022 (as restated): £17,808,554) 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.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in statement of comprehensive income.

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.

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

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.

 

 

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.9
Retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

 

The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

1.10
Exceptional costs
Exceptional costs are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the company. They are costs that are material either because of their size or their nature, and are considered nonrecurring. These items are presented within the line items to which they best relate and reported separately as exceptional costs.
1.11

Finance costs

Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.12

Interest Income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

1.13

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.

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of assets - investments

The recoverable amount of investments is considered relative to the individual performance of the entities to which the investments relate. The value of investments at year end is £3,521,795 (2022: £3,521,795) and is stated after an impairment of £Nil (2022: £Nil).

3
Employees

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

2023
2022
Number
Number
Total
28
25
4
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
3,521,795
3,521,795
5
Subsidiaries

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

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Subsidiaries
(Continued)
- 8 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Happy Days Consultancy Limited
England
Management services in the childcare sector
Ordinary
100.00
-
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
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
14,429,636
9,046,206
Other debtors
43,881
52,958
14,473,517
9,099,164

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

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
17,349
26,440
Amounts owed to group undertakings
6,552,781
5,280,262
Other creditors
198,595
93,536
6,768,725
5,400,238

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

8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans
6,004,504
5,807,843
Amounts owed to group undertakings
20,816,128
12,528,292
26,820,632
18,336,135

Creditors falling due after more than one year includes £13,775,014 (2022: £12,528,292) relating to a loan note provided by the parent company. This amount is unsecured, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid.

 

A further loan facility of £60,000,000 is available which, at the period end, the total capital drawn and interest accrued amounted to £6,831,542 (2022: £Nil). This amount is secured by fixed and floating charges over the undertaking, all property and all assets present and future of the company and relevant subsidiaries, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid.

 

Bank loans falling due after more than one year includes £6,001,292 (2022: £5,802,391) relating to senior debt facilities. This amount is secured by fixed and floating charges over the undertaking, all property and all assets present and future of the company and relevant subsidiaries, interest bearing at a margin of 5% above the Bank of England base rate per annum and has capital repayments falling due from July 2025, accrued interest falls due July 2027. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid.

 

A further growth capital facility of £1,000,000 is available for future investments which at the period end remained undrawn. A commitment fee of 1.75% per annum calculated is calculated on a quarterly basis and compounded quarterly, where unpaid which at the period end amounted to £3,212 (2022: £5,452). When drawn, this amount will be interest bearing at a margin of 5-10% above the Bank of England base rate per annum depending on the level of leverage facilitated.

9
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.

H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 10 -
The senior statutory auditor was Gary Tamkin.
The auditor was Azets Audit Services.
10
Post balance sheet events

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.

11
Ultimate controlling party

The immediate parent company is Pittshanger Bidco 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.

12
Prior year adjustment
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Creditors due within one year
Other creditors
(11,301,330)
5,901,092
(5,400,238)
H. DAYS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Prior year adjustment
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
(Continued)
- 11 -
Capital and reserves
Share capital
253,501
1
253,502
Share premium
8,622,178
(7,210,082)
1,412,096
Capital contribution reserve
-
6,112,500
6,112,500
Profit and loss reserves
(25,918,661)
6,998,673
(18,919,988)
Total equity
(16,942,440)
5,901,092
(11,041,348)
Notes to reconciliation
Transfer of ownership

In the prior year, as part of the transfer of ownership to the ultimate controlling entity, Zetland Special Situations Fund II SICAV-RAIF, the shareholders loan amount was settled directly giving rise to a capital contribution reserve. This previously was included within other creditors.

 

The amounts adjusted in the income statement related to differences identified in intercompany balances.

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