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Registration number: 14698241

Toots Day Nursery Holdings Limited

Annual Report and Consolidated Financial Statements

for the Period from 3 May 2023 to 30 September 2024

 

Toots Day Nursery Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 36

 

Toots Day Nursery Holdings Limited

Company Information

Directors

S Blyth

E H P David

Registered office

Windsor House
Bayshill Road
Cheltenham
Gloucestershire
GL50 3AT

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Toots Day Nursery Holdings Limited

Strategic Report for the period from 3 May 2023 to 30 September 2024

The directors present their strategic report for the period from 3 May 2023 to 30 September 2024.

Principal activity

The principal activity of the group is the provision of early years education. The principal activity of the company is that of a holding company.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £8,434,187 (2023 - £211,518) and an operating profit of £1,526,521 (2023 - £70,869). At 30 September 2024 the group had net assets of £2,066,498 (2023 - £413,045). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Principal risks and uncertainties

The management of the business and the execution of the group’s strategy are subject to a number of risks. The key business risks and uncertainties affect the company are considered to relate to the continued provision of adequate government funding and the ongoing demand for places compliance with current and future legislation affecting the nursery sector.

Approved by the Board on 28 March 2025 and signed on its behalf by:


E H P David
Director

 

Toots Day Nursery Holdings Limited

Directors' Report for the Period from 3 May 2023 to 30 September 2024

The directors present their report and the for the period from 3 May 2023 to 30 September 2024.

Directors of the company

The directors who held office during the period were as follows:

S Blyth (appointed 3 November 2023)

E H P David


Basis for consolidation
On 3 May 2023, the entire issued share capital of Toots Day Nursery Limited, Toots Day Nursery Opco Limited and Toots Day Nursery Investments Limited was acquired by the company via a share for share exchange, from the existing shareholders.

The directors consider that the above transaction qualifies as a group reconstruction under section 611 of the Companies Act 2006, and have therefore prepared these consolidated financial statements using the merger accounting method.

As such the results reported in these financial statements under the current period column represent the results of Toots Day Nursery Holdings Limited, Toots Day Nursery Limited, Toots Day Nursery Opco Limited and Toots Day Nursery Investments Limited for the period from 3 May 2023 to 30 September 2024, and its acquired subsidiaries from the date of acquisition as referenced in note 24.

The comparatives represent the results of Toots Day Nursery Limited, Toots Day Nursery Opco Limited, Toots Day Nursery Investment Limited and Toots Day Nursery Holdings Limited, for the period from 1 March 2023 to 2 May 2023. The consolidated balance sheet represents the position of the merged entities as at 1 March 2023 as if the share for share exchange had occurred on that date.

Financial instruments

Objectives and policies

The board constantly monitors the group’s trading results and revise the projections as appropriate to ensure that the group can continue to meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risk associated with selling on credit and manages this through credit control procedures. Credit risk in respect of bank balances is safeguarded by using banks with high credit ratings.

The group’s bank loans and loan note debt are subject to price and liquidity risk as detailed in note 17 to the financial statements.

Going concern

The group has sufficient resources available, and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group had adequate resources to continue in operational existence for the foreseeable future and have adopted the going concern basis in preparing the financial statements.

Important non adjusting events after the financial period

Post year end the group have acquired a further 5 nurseries at a total cost of £12.5m. The acquisitions are a mixture of companies and trade and asset purchases. The acquisitions have been financed through a combination of new loans and retained cash.

 

Toots Day Nursery Holdings Limited

Directors' Report for the Period from 3 May 2023 to 30 September 2024

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors
Hazlewoods LLP were appointed auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 28 March 2025 and signed on its behalf by:


E H P David
Director

 

Toots Day Nursery Holdings Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Toots Day Nursery Holdings Limited

Independent Auditor's Report to the Members of Toots Day Nursery Holdings Limited

Opinion

We have audited the financial statements of Toots Day Nursery Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 3 May 2023 to 30 September 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2024 and of the group's loss for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other matters

The corresponding figures for period from 1 March 2023 to 2 May 2023 shown in the financial statements are derived from the financial statements prepared for that period that were not audited.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

 

Toots Day Nursery Holdings Limited

Independent Auditor's Report to the Members of Toots Day Nursery Holdings Limited

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

 

Toots Day Nursery Holdings Limited

Independent Auditor's Report to the Members of Toots Day Nursery Holdings Limited

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

challenging assumptions and judgements made by management in its significant accounting estimates; and

identifying and testing journal entries, in particular any journal entries with unusual characteristics.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

28 March 2025

 

Toots Day Nursery Holdings Limited

Consolidated Profit and Loss Account for the Period from 3 May 2023 to 30 September 2024

Note

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Turnover

3

8,434,187

211,518

Cost of sales

 

(4,824,665)

(103,733)

Gross profit

 

3,609,522

107,785

Administrative expenses

 

(2,083,001)

(36,916)

Operating profit

4

1,526,521

70,869

Other interest receivable and similar income

5

2,777

278

Interest payable and similar expenses

6

(2,108,551)

-

(Loss)/profit before tax

 

(579,253)

71,147

Tax on (loss)/profit

10

(213,275)

-

(Loss)/profit for the financial period

 

(792,528)

71,147

Profit/(loss) attributable to:

 

Owners of the company

 

(792,528)

71,147

The above results were derived from continuing operations.

The group has no recognised gains or losses for the period other than the results above.

 

Toots Day Nursery Holdings Limited

(Registration number: 14698241)
Consolidated Balance Sheet as at 30 September 2024

Note

30 September
2024
£

Unaudited
2 May
2023
£

Fixed assets

 

Intangible assets

11

12,711,579

492,505

Tangible assets

12

1,535,604

11,257

 

14,247,183

503,762

Current assets

 

Stocks

14

400

-

Debtors

15

674,322

162,542

Cash at bank and in hand

 

814,361

96,147

 

1,489,083

258,689

Creditors: Amounts falling due within one year

16

(2,656,542)

(125,285)

Net current (liabilities)/assets

 

(1,167,459)

133,404

Total assets less current liabilities

 

13,079,724

637,166

Creditors: Amounts falling due after more than one year

16

(10,979,207)

(224,121)

Deferred tax liabilities

10

(34,019)

-

Net assets

 

2,066,498

413,045

Capital and reserves

 

Called up share capital

19

308

2

Share premium reserve

97,650

-

Other equity reserve

1,680,635

-

Retained earnings

287,905

413,043

Equity attributable to owners of the company

 

2,066,498

413,045

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

E H P David
Director

 

Toots Day Nursery Holdings Limited

(Registration number: 14698241)
Balance Sheet as at 30 September 2024

Note

30 September
2024
£

Unaudited
2 May
2023
£

Fixed assets

 

Investments

13

2,607,526

-

Current assets

 

Debtors

15

499,283

2

Creditors: Amounts falling due within one year

16

(410,046)

-

Net current assets

 

89,237

2

Net assets

 

2,696,763

2

Capital and reserves

 

Called up share capital

19

306

2

Share premium reserve

97,650

-

Other equity reserve

2,607,524

-

Retained earnings

(8,717)

-

Shareholders' funds

 

2,696,763

2

The company made a loss after tax for the financial period of £8,717 (2023 - loss of £Nil).

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

E H P David
Director

 

Toots Day Nursery Holdings Limited

Consolidated Statement of Changes in Equity for the Period from 3 May 2023 to 30 September 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Merger relief reserve
£

Other equity reserve
£

Retained earnings
£

Total
£

At 3 May 2023

2

-

-

-

413,043

413,045

Loss for the period

-

-

-

-

(792,528)

(792,528)

Dividends

-

-

-

-

(43,501)

(43,501)

New share capital subscribed

306

97,650

-

-

-

97,956

Share issue costs

-

-

-

-

(9,000)

(9,000)

Transfers

-

-

-

(719,891)

719,891

-

Share based payment transactions

-

-

-

2,400,526

-

2,400,526

At 30 September 2024

308

97,650

-

1,680,635

287,905

2,066,498

Share capital
£

Share premium
£

Merger relief reserve
£

Other equity reserve
£

Retained earnings
£

Total
£

At 1 March 2023 (Arising from share for share exchange)

-

-

-

-

341,896

341,896

Profit for the period

-

-

-

-

71,147

71,147

New share capital subscribed

2

-

-

-

-

2

At 2 May 2023

2

-

-

-

413,043

413,045

 

Toots Day Nursery Holdings Limited

Statement of Changes in Equity for the Period from 3 May 2023 to 30 September 2024

Share capital
£

Share premium
£

Merger relief reserve
£

Other equity reserve
£

Retained earnings
£

Total
£

At 3 May 2023

2

-

-

-

-

2

Loss for the period

-

-

-

-

(8,717)

(8,717)

New share capital subscribed

304

97,650

206,998

-

-

304,952

Share based payment transactions

-

-

-

2,400,526

-

2,400,526

At 30 September 2024

306

97,650

206,998

2,400,526

(8,717)

2,696,763

Share capital
£

Share premium
£

Merger relief reserve
£

Other equity reserve
£

Retained earnings
£

Total
£

New share capital subscribed and at 2 May 2023

2

-

-

-

-

2

 

Toots Day Nursery Holdings Limited

Consolidated Statement of Cash Flows for the Period from 3 May 2023 to 30 September 2024

Note

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Cash flows from operating activities

(Loss)/profit for the period

 

(792,528)

71,147

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

598,149

-

Finance income

5

(2,777)

(278)

Finance costs

6

2,108,551

-

Income tax expense

10

213,275

-

 

2,124,670

70,869

Working capital adjustments

 

Decrease/(increase) in trade debtors

15

812,533

(64,551)

Increase in trade creditors

16

907,761

2,840

Cash generated from operations

 

3,844,964

9,158

Income taxes paid

10

(378,576)

-

Net cash flow from operating activities

 

3,466,388

9,158

Cash flows from investing activities

 

Interest received

2,777

278

Acquisitions of tangible assets

(1,122,637)

-

Acquisition of subsidiaries, net of cash acquired

 

(12,983,680)

-

Net cash flows from investing activities

 

(14,103,540)

278

Cash flows from financing activities

 

Interest paid

6

(469,466)

-

Proceeds from issue of ordinary shares, net of issue costs

 

88,954

2

Proceeds from bank borrowing draw downs

 

7,850,000

-

Repayment of bank borrowing

 

(215,472)

-

Proceeds from other borrowing draw downs

 

4,750,000

-

Dividends paid

(43,501)

-

Payment of cost of debt

 

(605,149)

-

Net cash flows from financing activities

 

11,355,366

2

Net increase in cash and cash equivalents

 

718,214

9,438

Cash and cash equivalents at 3 May

 

96,147

86,709

Cash and cash equivalents at 30 September

 

814,361

96,147

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Windsor House
Bayshill Road
Cheltenham
Gloucestershire
GL50 3AT

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2024.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £8,717 (2023 - £Nil).

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

With the exception of the initial merger of Toots Day Nursery Holdings Limited, Toots Day Nursery Investments Limited, Toots Day Nursery Opco Limited and Toots Day Nursery Limited (see merger accounting policy below), the results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.


Merger accounting
The consolidated profit and loss accounts and balance sheet include the financial statements of the company and certain subsidiary undertakings made up to 30 September 2024 using the merger accounting method. Intra-group sales and profits are eliminated fully on consolidation.

The directors consider that the share for share exchange qualifies as a group reconstruction under section 611 of the Companies Act 2006, and have therefore prepared these consolidated financial statements using the merger accounting method.

As such the results reported in these financial statements under the current period column represent the results of Toots Day Nursery Holdings Limited, Toots Day Nursery Limited, Toots Day Nursery Opco Limited and Toots Day Nursery Investments Limited for the period from 3 May 2023 to 30 September 2024, and its acquired subsidiaries from the date of acquisition as referenced in note 24.

The comparatives represent the results of Toots Day Nursery Limited, Toots Day Nursery Opco Limited, Toots Day Nursery Investment Limited and Toots Day Nursery Holdings Limited, for the period from 1 March 2023 to 2 May 2023. The consolidated balance sheet represents the position of the merged entities as at 1 March 2023 as if the share for share exchange had occurred on that date.

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

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Disclosure of long or short period

The financial statements cover a period of 518 days. This is to bring the year end in line with that of its subsidiary, Toots Day Nursery Limited.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

Judgements

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold property

Not depreciated

Fixtures and fittings

25% on reducing balance

Motor vehicles

25% on reducing balance

Office equipment

33% on cost

Freehold property is not depreciated. The company has a regular policy of maintenance and repair on its freehold property. The directors annually review the carrying value of freehold properties. The directors consider this appropriate on the basis that the residual value of the properties are not materially different to their carrying value and therefore depreciation would be immaterial.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 20 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

3

Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging/(crediting)

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Depreciation expense

72,091

-

Amortisation expense

526,058

-

Operating lease expense - property

304,578

13,750

Operating lease expense - plant and machinery

10,674

-

 

5

Other interest receivable and similar income

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Interest income on bank deposits

2,777

278

 

6

Interest payable and similar expenses

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Interest on bank overdrafts and borrowings

553,473

-

Interest expense on other finance liabilities

417,165

-

Finance costs adjacent to interest

1,137,913

-

2,108,551

-

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2032 to 2 May
2023
£

Wages and salaries

4,198,830

88,019

Social security costs

318,251

2,439

Pension costs, defined contribution scheme

80,744

1,118

4,597,825

91,576

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

3 May 2023 to 30 September 2024
 No.

Unaudited
1 March 2023 to 2 May 2023
 No.

Nursery and school staff

135

25

Administration

2

-

Directors

2

1

139

26

Company
The company incurred no staff costs and had no employees other than the directors.

 

8

Directors' remuneration

The directors' remuneration for the period was as follows:

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Remuneration

87,838

-

Contributions paid to money purchase schemes

1,199

-

89,037

-

 

9

Auditors' remuneration

3 May 2023 to 30 September
2024
£

Unaudited
1 March 2023 to 2 May
2023
£

Audit of these financial statements

43,200

-


 

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

3 May 2023 to 30 September
2024
£

Unaudited
1 March to 2 May
2023
£

Current taxation

UK corporation tax

244,758

-

UK corporation tax adjustment to prior periods

9

-

244,767

-

Deferred taxation

Arising from origination and reversal of timing differences

(31,492)

-

Tax expense in the income statement

213,275

-

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 22%).

The differences are reconciled below:

3 May 2023 to 30 September
2024
£

Unaudited
1 March to 2 May
2023
£

(Loss)/profit before tax

(579,253)

71,147

Corporation tax at standard rate

(144,813)

15,652

Tax decrease from effect of capital allowances and depreciation

(15,875)

-

Effect of expense not deductible in determining taxable profit (tax loss)

375,475

-

Tax decrease from other tax effects

(1,512)

(15,652)

Total tax charge

213,275

-

Deferred tax

Group

Deferred tax assets and liabilities

2024

Liability
£

Fixed asset timing differences

35,673

Short term timing differences

(1,654)

34,019

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

11

Intangible assets

Group

Goodwill
 £

Cost or valuation

At 3 May 2023

523,941

Acquired through business combinations

12,745,132

At 30 September 2024

13,269,073

Amortisation

At 3 May 2023

31,436

Amortisation charge

526,058

At 30 September 2024

557,494

Carrying amount

At 30 September 2024

12,711,579

At 2 May 2023

492,505

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 3 May 2023

-

12,654

12,654

Additions

1,049,546

73,091

1,122,637

Acquired through business combinations

280,836

192,965

473,801

At 30 September 2024

1,330,382

278,710

1,609,092

Depreciation

At 3 May 2023

-

1,397

1,397

Charge for the period

24,062

48,029

72,091

At 30 September 2024

24,062

49,426

73,488

Carrying amount

At 30 September 2024

1,306,320

229,284

1,535,604

At 2 May 2023

-

11,257

11,257

Included within the net book value of land and buildings above is £820,000 (2023 - £Nil) in respect of freehold land and buildings.
 

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

13

Investments

Company

2024
£

Investments in subsidiaries

2,607,526

Subsidiaries

£

Cost and carrying amount

Additions and at 30 September 2024

2,607,526

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

Toots Day Nursery Investments Limited

England and Wales

Ordinary

100%

0%

Toots Day Nursery Opco Limited

England and Wales

Ordinary

100%

0%

Moorside Stars Nursery Limited

England and Wales

Ordinary

100%

0%

Saddleworth Nursery Limited

England and Wales

Ordinary

100%

0%

Toots Day Nursery Limited

England and Wales

Ordinary

100%

0%

Tiny Acorns Nursery Limited

England and Wales

Ordinary

100%

0%

Broughton (Sevenoaks) Limited

England and Wales

Ordinary

100%

0%

Longwood School and Nursery Ltd

England and Wales

Ordinary

100%

0%

First Class Day Nursery Limited

England and Wales

Ordinary

100%

0%

Tiny Treasures Day Nursery Limited

England and Wales

Ordinary

100%

0%

Subsidiary undertakings

Toots Day Nursery Investments Limited

The principal activity of Toots Day Nursery Investments Limited is that of a holding company.

Toots Day Nursery Opco Limited

The principal activity of Toots Day Nursery Opco Limited is that of an operational company for the group.

Moorside Stars Nursery Limited

The principal activity of Moorside Stars Nursery Limited is the provision of early years education.

Saddleworth Nursery Limited

The principal activity of Saddleworth Nursery Limited is the provision of early years education.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

Toots Day Nursery Limited

The principal activity of Toots Day Nursery Limited is the provision of early years education.

Tiny Acorns Nursery Limited

The principal activity of Tiny Acorns Nursery Limited is the provision of early years education.

Broughton (Sevenoaks) Limited

The principal activity of Broughton (Sevenoaks) Limited is the provision of early years education.

Longwood School and Nursery Ltd

The principal activity of Longwood School and Nursery Ltd is the provision of early years education.

First Class Day Nursery Limited

The principal activity of First Class Day Nursery Limited is the provision of early years education.

Tiny Treasures Day Nursery Limited

The principal activity of Tiny Treasures Day Nursery Limited is the provision of early years education.

Toots Day Nursery Investments Limited is directly owned by Toots Day Nursery Holdings Limited.

The registered office of all subsidiaries is the same as Toots Day Nursery Investments Limited.

 

14

Stocks

 

Group

Company

30 September
2024
£

Unaudited
2 May
2023
£

30 September
2024
£

Unaudited
2 May
2023
£

Inventory

400

-

-

-

 

15

Debtors

 

Group

Company

30 September
2024
£

Unaudited
2 May
2023
£

30 September
2024
£

Unaudited
2 May
2023
£

Trade debtors

259,951

68,214

-

-

Amounts owed by group undertakings

-

-

499,283

-

Other debtors

295,970

75,688

-

2

Prepayments

118,401

18,640

-

-

674,322

162,542

499,283

2

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

16

Creditors

   

Group

Company

Note

30 September
2024
£

Unaudited
2 May
2023
£

30 September
2024
£

Unaudited
2 May
2023
£

Due within one year

 

Loans and borrowings

17

78,824

-

-

-

Trade creditors

 

147,597

27,590

-

-

Amounts due to related parties

23

286,462

-

402,044

-

Social security and other taxes

 

84,454

7,217

-

-

Outstanding defined contribution pension costs

 

17,366

1,547

-

-

Other creditors

 

671,557

1,927

2

-

Accruals

 

373,409

3,000

8,000

-

Corporation tax liability

 

327,338

23,839

-

-

Deferred income

 

669,535

60,165

-

-

 

2,656,542

125,285

410,046

-

Due after one year

 

Loans and borrowings

17

10,979,207

224,121

-

-

Other creditors includes deferred consideration of £300,000 (2023 - £Nil).

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

17

Loans and borrowings

Current loans and borrowings

 

Group

Company

30 September
2024
£

Unaudited
2 May
2023
£

30 September
2024
£

Unaudited
2 May
2023
£

Bank borrowings

78,824

-

-

-

Non-current loans and borrowings

 

Group

Company

30 September
2024
£

Unaudited
2 May
2023
£

30 September
2024
£

Unaudited
2 May
2023
£

Bank borrowings

7,648,783

224,121

-

-

Other borrowings

3,330,424

-

-

-

10,979,207

224,121

-

-

Bank borrowings at 2 May 2023 related to a Santander facility and CBILs loan which was repaid in the year as part of the refinance of bank debt.

During the year, the group was advanced a bank loan with a principal amount of £7,850,000. The loan attracts interest of 3.5% or 3.25% over SONIA which is payable quarterly. The principal is repayable in full in October 2026. The loan is secured on the assets of the nurseries within the group.

The loan is stated after deducting £201,217 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the loan in accordance with FRS102.

During the period, the group was advanced loan notes with a principal amount of £4,750,000. The loan notes are repayable in full in October 2029. There is no security on these loan notes. The loan notes attract interest of 9% per annum. Interest of £417,096 has been accrued on these notes and added to the outstanding balance.

The loan notes outstanding are stated after deducting £1,779,605 of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the loan notes in accordance with FRS102.

Unamortised debt costs above include £2,400,526 relating to the market value of share warrants issued to the loan note holder. The warrants were issued over 32.5% of the ordinary shares of the company. The corresponding credit has been added to other equity reserves. the unamortised debt costs relating to the share warrants will be released to the profit and loss account over the term of the debt, in line with the costs of raising the finance as per above.

The share warrants were valued based on share issues carried out post year end as it was considered that this approach would result in a materially accurate estimate of the market value of the shares.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £80,744 (2023 - £1,118).

Contributions totalling £17,366 (2023 - £1,547) were payable to the scheme at the end of the period and are included in creditors.

 

19

Share capital

Allotted, called up and fully paid shares

30 September
2024

Unaudited
2 May
2023

No.

£

No.

£

Ordinary shares of £1 each

-

-

2

2

Ordinary A shares of £0.01 each

26,000

260

-

-

Ordinary C shares of £0.01 each

4,631

46

-

-

30,631

306

2

2

New shares allotted

During the period 2 Ordinary shares having an aggregate nominal value of £2 were allotted for an aggregate consideration of . The shares were issued in the period as part of the share for share exchange for the shares in Toots Day Nursery Investments Limited.

During the period 206 Ordinary shares having an aggregate nominal value of £206 were allotted for an aggregate consideration of . On 13 October 2023, all Ordinary shares in issue (208 shares with a nominal value of £208) were redesigned as 20,800 Ordinary A shares with a nominal value of £0.01 each.

During the period 5,000 Ordinary A shares having an aggregate nominal value of £50 were allotted for an aggregate consideration of .

During the period 4,631 Ordinary C shares having an aggregate nominal value of £46 were allotted for an aggregate consideration of .

 

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

419,815

55,000

Later than one year and not later than five years

1,641,063

220,000

Later than five years

4,272,822

893,744

6,333,700

1,168,744

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

21

Dividends

30 September 2024
 £

2 May 2023
 £

Dividends paid

43,501

-

 

22

Analysis of changes in net debt

Group

At 3 May 2023
£

Financing cash flows
£

Acquisition of subsidiaries
£

Other non-cash changes
£

At 30 September 2024
£

Cash and cash equivalents

Cash

96,147

(1,589,602)

2,307,816

-

814,361

Borrowings

Bank borrowings

(224,121)

(7,639,419)

-

135,933

(7,727,607)

Other borrowings

-

(4,526,362)

-

1,195,938

(3,330,424)

(224,121)

(12,165,781)

-

1,331,871

(11,058,031)

 

(127,974)

(13,755,383)

2,307,816

1,331,871

(10,243,670)

Non-cash changes comprise accrued interest and amortisation of debt costs.

 

23

Related party transactions

Group

Key management personnel

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 8 to the financial statements.

Summary of transactions with parent

During the period, the group's ultimate controlling party charged the group £170,127 (2023 - £Nil) of monitoring fees. At 30 September 2024, the group owed £286,462 (2023 - £Nil) to its ultimate controlling party.
 

Company

Summary of transactions with parent

At 30 September 2024, the company owed £402,044 (2023 - £Nil) to its ultimate controlling party.
 

 

24

Non adjusting events after the financial period

Post year end the group have acquired a further 5 nurseries at a total cost of £12.5m. The acquisitions are a mixture of companies and trade and asset purchases. The acquisitions have been financed through a combination of new loans and retained cash.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

 

25

Business combinations

On 15 October 2023, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of Moorside Stars Nursery Limited and Saddleworth Nursery Limited , obtaining control.

Moorside Stars Nursery Limited and Saddleworth Nursery Limited contributed £2,041,563 revenue and £697,247 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

1,284,911

Stocks

100

Tangible assets

99,497

Financial liabilities

(402,975)

Total identifiable assets

981,533

Goodwill

4,265,923

Total consideration

5,247,456

Satisfied by:

Cash

4,681,945

Deferred consideration

300,000

Transaction costs

266,711

Total consideration transferred

5,248,656

Cash flow analysis:

Cash consideration

4,948,656

Less: cash and cash equivalent balances acquired

(477,131)

Net cash outflow arising on acquisition

4,471,525

The useful life of goodwill is 20 years.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

On 31 October 2023, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of Tiny Acorns Nursery Limited , obtaining control.

Tiny Acorns Nursery Limited contributed £1,091,316 revenue and £220,158 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

190,014

Tangible assets

211,388

Financial liabilities

(126,012)

Total identifiable assets

275,390

Goodwill

1,837,977

Total consideration

2,113,367

Satisfied by:

Cash

1,971,453

Transaction costs

141,914

Total consideration transferred

2,113,367

Cash flow analysis:

Cash consideration

2,113,367

Less: cash and cash equivalent balances acquired

(189,574)

Net cash outflow arising on acquisition

1,923,793

The useful life of goodwill is 20 years.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

On 22 December 2023, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of Broughton (Sevenoaks) Limited , obtaining control.

Broughton (Sevenoaks) Limited contributed £870,507 revenue and £332,806 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

169,556

Tangible assets

1,560

Financial liabilities

(104,356)

Total identifiable assets

66,760

Goodwill

1,825,106

Total consideration

1,891,866

Satisfied by:

Cash

1,710,000

Transaction costs

181,866

Total consideration transferred

1,891,866

Cash flow analysis:

Cash consideration

1,891,866

Less: cash and cash equivalent balances acquired

(120,847)

Net cash outflow arising on acquisition

1,771,019

The useful life of goodwill is 20 years.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

On 31 January 2024, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of Longwood School and Nursery Limited , obtaining control.

Longwood School and Nursery Limited contributed £1,882,710 revenue and £409,488 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

701,006

Tangible assets

126,028

Financial liabilities

(562,002)

Total identifiable assets

265,032

Goodwill

1,187,334

Total consideration

1,452,366

Satisfied by:

Cash

1,354,447

Transaction costs

97,919

Total consideration transferred

1,452,366

Cash flow analysis:

Cash consideration

1,452,366

Less: cash and cash equivalent balances acquired

(390,214)

Net cash outflow arising on acquisition

1,062,152

The useful life of goodwill is 20 years.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

On 28 March 2024, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of First Class Day Nursery Limited , obtaining control.

First Class Day Nursery Limited contributed £707,887 revenue and £196,856 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

1,070,329

Stocks

300

Tangible assets

32,132

Financial liabilities

(318,070)

Total identifiable assets

784,691

Goodwill

2,832,051

Total consideration

3,616,742

Satisfied by:

Cash

2,725,294

Transaction costs

841,449

Total consideration transferred

3,566,743

Cash flow analysis:

Cash consideration

3,616,743

Less: cash and cash equivalent balances acquired

(888,203)

Net cash outflow arising on acquisition

2,728,540

The useful life of goodwill is 20 years.

 

Toots Day Nursery Holdings Limited

Notes to the Financial Statements for the Period from 3 May 2023 to 30 September 2024

On 7 June 2024, Toots Day Nursery Opco Limited acquired 100% of the issued share capital of Tiny Treasures Day Nursery Limited , obtaining control.

Tiny Treasures Day Nursery Limited contributed £311,683 revenue and £21,118 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

711,847

Tangible assets

3,196

Financial liabilities

(244,585)

Total identifiable assets

470,458

Goodwill

802,889

Total consideration

1,273,347

Satisfied by:

Cash

1,234,765

Transaction costs

38,582

Total consideration transferred

1,273,347

Cash flow analysis:

Cash consideration

1,273,347

Less: cash and cash equivalent balances acquired

(241,847)

Net cash outflow arising on acquisition

1,031,500

The useful life of goodwill is 20 years.

 

26

Parent and ultimate parent undertaking

The company's immediate parent is Melrose Row Limited, incorporated in England and Wales.

 The ultimate controlling party is A Martinez and E H P David.