Caseware UK (AP4) 2023.0.135 2023.0.135 2024-12-312024-12-31false2024-01-013535truefalse SC503909 2024-12-31 SC503909 2024-01-01 2024-12-31 SC503909 2023-05-22 2023-12-31 SC503909 2023-12-31 SC503909 2023-05-22 SC503909 1 2024-01-01 2024-12-31 SC503909 1 2023-05-22 2023-12-31 SC503909 d:Director1 2024-01-01 2024-12-31 SC503909 d:Director3 2024-01-01 2024-12-31 SC503909 e:MotorVehicles 2024-01-01 2024-12-31 SC503909 e:MotorVehicles 2024-12-31 SC503909 e:MotorVehicles 2023-12-31 SC503909 e:MotorVehicles e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 SC503909 e:OfficeEquipment 2024-01-01 2024-12-31 SC503909 e:OfficeEquipment 2024-12-31 SC503909 e:OfficeEquipment 2023-12-31 SC503909 e:OfficeEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 SC503909 e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 SC503909 e:CurrentFinancialInstruments 2024-12-31 SC503909 e:CurrentFinancialInstruments 2023-12-31 SC503909 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 SC503909 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 SC503909 e:UKTax 2024-01-01 2024-12-31 SC503909 e:UKTax 2023-05-22 2023-12-31 SC503909 e:ShareCapital 2024-12-31 SC503909 e:ShareCapital 2023-12-31 SC503909 e:ShareCapital 2023-05-22 SC503909 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 SC503909 e:RetainedEarningsAccumulatedLosses 2024-12-31 SC503909 e:RetainedEarningsAccumulatedLosses 2023-05-22 2023-12-31 SC503909 e:RetainedEarningsAccumulatedLosses 2023-12-31 SC503909 e:RetainedEarningsAccumulatedLosses 2023-05-22 SC503909 e:RetirementBenefitObligationsDeferredTax 2024-12-31 SC503909 e:RetirementBenefitObligationsDeferredTax 2023-12-31 SC503909 d:OrdinaryShareClass1 2024-01-01 2024-12-31 SC503909 d:OrdinaryShareClass1 2024-12-31 SC503909 d:OrdinaryShareClass1 2023-12-31 SC503909 d:FRS102 2024-01-01 2024-12-31 SC503909 d:Audited 2024-01-01 2024-12-31 SC503909 d:FullAccounts 2024-01-01 2024-12-31 SC503909 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 SC503909 f:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: SC503909









NEWBYRES NURSERY LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NEWBYRES NURSERY LIMITED
 

CONTENTS



Page
Directors' report
 
1 - 2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 6
Profit and loss account
 
7
Balance sheet
 
8
Statement of changes in equity
 
9
Notes to the financial statements
 
10 - 23


 
NEWBYRES NURSERY LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

The financial information for the prior period is for the period from 23 May 2023 to 31 December 2023, therefore the results are not directly comparable.

Principal activity

The Company's principal activity is the provision of childcare services under the Busy Bees brand. The Company is a wholly-owned subsidiary of Eagle Superco Limited. Eagle Superco Limited and its subsidiaries, including this Company, are collectively referred to as the Busy Bees Group of companies ('the Group').

Directors

The directors who served during the year and up to the date of this report were:
M P Muller 
C J Creaser 

Qualifying third party indemnity provisions

The Company has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the year and remain in force at the date of this report. The provisions made by the company are in force for the benefit of one or more directors of associated companies.

Political contributions

During the year, there were no political donations (period ended 31 December 2023: £nil).

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP are deemed to be reappointed as the Company's auditor under s487(2) of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

 
NEWBYRES NURSERY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.
 





M P Muller
Director
Date: 26 August 2025
1 Lochside Place
Edinburgh
Scotland
EH12 9DF

Page 2

 
NEWBYRES NURSERY LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


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

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

Page 3

 
NEWBYRES NURSERY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWBYRES NURSERY LIMITED
 

Independent auditor's report to the members of Newbyres Nursery Limited

Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Newbyres Nursery Limited (the 'company'):
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including  Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
the profit and loss account; 
the balance sheet;
the statement of changes in equity; and
the related notes 1 to 15.
 
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).

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
 
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
 
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The other information comprises the information included in the directors' report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the directors' report. 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.
Page 4

 
NEWBYRES NURSERY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWBYRES NURSERY LIMITED
 

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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 
We have nothing to report in this regard.

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

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

Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud
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 company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.
 
We obtained an understanding of the legal and regulatory framework that the company 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. These included the UK Companies Act and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. 

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, and IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
Page 5

 
NEWBYRES NURSERY LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEWBYRES NURSERY LIMITED
 

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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 making 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 misstatement due to fraud; 
enquiring of management and in-house legal counsel 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. 

Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors' report.

Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
We have nothing to report in respect of these matters.

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.



 
Joseph Darby, FCA 
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom 
26 August 2025


Page 6

 
NEWBYRES NURSERY LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

Year ended
31 December
Period ended
31 December
2024
2023
Note
£000
£000

  

Turnover
 3 
2,272
1,337

Cost of sales
  
(1,233)
(557)

Gross profit
  
1,039
780

Administrative expenses
  
(273)
(278)

Operating profit
 4 
766
502

Interest receivable and similar income
  
-
1

Interest payable and similar expenses
  
(11)
-

Profit before tax
  
755
503

Tax charge on profit
 7 
(11)
(124)

Profit for the financial year/period
  
744
379

All amounts relate to continuing activities.
There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account and so no separate statement of comprehensive income is presented.

The notes on pages 10 to 23 form part of these financial statements.

Page 7

 
NEWBYRES NURSERY LIMITED
REGISTERED NUMBER: SC503909

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 8 
132
94

Current assets
  

Debtors
 9 
4,922
3,894

Cash at bank and in hand
  
15
135

  
4,937
4,029

Creditors: amounts falling due within one year
 10 
(1,156)
(974)

Net current assets
  
 
 
3,781
 
 
3,055

Total assets less current liabilities
  
3,913
3,149

Deferred tax
 11 
(29)
(9)

Net assets
  
3,884
3,140


Capital and reserves
  

Called up share capital 
 12 
-
-

Profit and loss account
  
3,884
3,140

  
3,884
3,140


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 August 2025.




M P Muller
Director

The notes on pages 10 to 23 form part of these financial statements.

Page 8

 
NEWBYRES NURSERY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 22 May 2023
-
2,761
2,761



Profit and total comprehensive income for the period
-
379
379



At 1 January 2024
-
3,140
3,140



Profit and total comprehensive income for the year
-
744
744


At 31 December 2024
-
3,884
3,884


The notes on pages 10 to 23 form part of these financial statements.

Page 9

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies

 
1.1

Basis of preparation of financial statements

Newbyres Nursery Limited ("the Company") is a Company incorporated in Scotland, United Kingdom under the Companies Act 2006. The Company is a private Company limited by shares and is registered in Scotland. The address of the Company’s registered office is shown on page 2.
These financial statements have been prepared under the historical cost basis of accounting, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) "The Financial Reporting Standard applicable in the UK and Republic of Ireland" issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

Accounting period
These financial statements are for the year ended 31 December 2024. The financial information for the prior period is for the period from 23 May 2023 to 31 December 2023, therefore the results are not directly comparable.
F
unctional currency

The functional currency is pounds sterling as that is the currency of the economic environment in which the Company operates.

 
1.2

Going concern

In preparation of the financial statements, the directors have made an assessment of the Group’s and the Company’s ability to continue as a going concern. The Company’s business activities, together with the factors likely to affect its future development, performance and position and its exposures to credit risk are set out above. The Company is dependent on the ability of other group companies to settle their obligations to the Company on a timely basis.

The Company made a profit after taxation of £744,000 (2023: £379,000) and has net current assets of £3,781,000 (2023: £3,055,000) and net assets of £3,884,000 (2023: £3,140,000). The Company is financed through an inter-company facility with other wholly-owned group companies, and there is an unlimited cross guarantee between the Company and other group companies in respect of bank borrowings.
The Company is reliant on the support of its ultimate parent company, Eagle Superco Limited, to be able to meet its liabilities as they fall due. However, the directors consider that the Company is an integral part of Eagle Superco Limited structure and strategy, which is evidenced by a letter of comfort from Eagle Superco Limited, which states its commitment to provide necessary financial support to ensure that the Company is a going concern for at least twelve months from the date of approval of these financial statements. 
The Group has existing TLB loans of £365.9m and €932.1m under it’s SFA. In addition, the Group has a £100.0m RCF facility.  The TLB loans expire in March 2028, the RCF facility expires in September 2027. The TLB loans are a ‘cov-lite’ facility meaning there are no leverage covenant tests on the Group’s financing other than if more than 40% of the Group’s RCF facility is drawn. In this scenario, a leverage covenant of Group indebtedness to EBITDA of 9.85 times would apply. 
 
Page 10

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.2
Going concern (continued)

During the year, the Group drew down on its RCF facility to fund acquisitions completed during the year. The maximum amount drawn at any one time was £38.0m. The amount drawn at 31 December 2024 was £24.0m; an amount of £16.0m is held for bank guarantees leaving available undrawn RCF facility of £60.0m at 31 December 2024. 
The Group has prepared detailed forecasts for the period up to September 2026 which demonstrate that the Group is able to generate sufficient cash flows to operate within its financing arrangements. These assumptions are made by management based on recent performance, external forecasts and management’s knowledge and expertise of the Group’s cashflow drivers. The Group’s forecasts include the effect of changes in government funding from 2025, increases in employment and other costs realised or expected to be realised during 2025 and 2026 and expected increases in income as a result of planned price increases and expected occupancy growth. The forecast excludes any non-committed future acquisitions and developments. 
The forecast demonstrated that the Group is able to operate within its financing arrangements. The covenant compliance ratio at December 2024 is 4.4:1 vs a maximum ratio of 9.85:1. EBITDA at December 2024, as defined by the SFA, would need to fall by 54% in order to breach forecast covenant compliance.

The Group cannot predict the indirect impact of any potential economic slowdown or other events, and the below sensitivities are deemed sufficiently robust in light of current global macro-economic developments in the US following the market response to state enforced tariffs. Having reviewed the Group’s principal risks, the most significant impact on the Group’s cashflows would be a combination of the Group’s principal risks materialising in a temporary or prolonged reduction in occupancy, and consequently, cashflows. The current forecast is based on the Group’s 2025 operating plan and thereafter the Group’s longer term forecasts.
To assess any potential impact on the Group’s cashflows and liquidity, various sensitivities have been performed reflecting a reduction in occupancy rates, including occupancy falling up to 7% below the current forecast. This reduction in occupancy is considered a reasonable reduction to sensitise the Group’s cashflows as it is based on the Group’s previous experience of occupancy trends following the impact of global economic slowdowns. In combination with sensitising the impact of a fall in occupancy, the Group has also sensitised the Group’s cashflows in 2026 to the specific principal risk of further cost and interest cost increases. Cost increases of a further 2%, from higher-than-expected employee costs and other supply costs above those already included within the Group’s forecast which reflects all announced UK employment tax changes as at December 2024.

The Group has also sensitised higher than expected interest costs over what has been included in the forecast by modelling a slower than expected fall in SONIA/ EURIBOR rates, with a delay of three months, which is broadly comparable with actual SONIA/ EURIBOR rate performance in 2024. To offset the effect of these items, the Group has modelled the affect of removing planned capital expenditure cashflows on new sites in FY25 and FY26. Under the combination of these sensitivities, and with occupancy falling to 7% below the current forecast, the Group would have a minimum liquidity headroom, inclusive of the available undrawn RCF facility, of £85.2m in the forecast period and would remain in compliance with the leverage test covenant within its SFA. 
The impact of other mitigating actions, such as reducing development capital expenditure and reducing head office costs, which could protect cashflow and profitability have not been modelled and would be available as further mitigating actions to preserve liquidity.
Page 11

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.2
Going concern (continued)

In the period to July 2025, the Group has performed ahead of forecast in relation to cashflows, occupancy and costs. At 31 July 2025 the Group has no amounts drawn of RCF, with £16.0m held for guarantees and therefore has £84.0m of available RCF.

Accordingly, the directors have made inquiries with the directors of the Group and as a result of these inquiries noted that there were no issues around the Group’s ability to continue as a Going Concern and that the Group continued to adopt the going concern basis in preparing its directors' report and financial statements. 

After making enquiries and taking account of the factors noted above, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the directors' report and financial statements.

 
1.3

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. 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. 
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.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:
a)The contractual return to the holder is (i) a fixed amount; (ii) a positive fixed rate or a positive variable rate; or (iii) a combination of a positive or a negative fixed rate and a positive variable rate.
b)The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.
 
Page 12

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.3
Financial instruments (continued)

c)The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that (i) the new rate satisfies condition (a) and the variation is not contingent on future events other than (1) a change of a contractual variable rate; (2) to protect the holder against credit deterioration of the issuer; (3) changes in levies applied by a central bank or arising from changes in relevant taxation or law; or (ii) the new rate is a market rate of interest and satisfies condition (a). 
d)There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.
e)Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.
f)Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).
 
Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss.
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. 
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Page 13

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

  
1.4

Impairment of assets

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.
Non-financial assets
An 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.
 
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.
Financial assets
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.

Page 14

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

  
1.5

Turnover

Turnover represents the value of services provided, excluding value added tax and is attributable to the Company’s principal activity.
 
Nursery Services
The principal activity of the Company is the provision of day care nursery services. Turnover from providing these services is recognised over time in the accounting period in which the services are rendered, as the customer simultaneously receives and consumes the benefits of these services over time. Nursery fees paid in advance are recognised as deferred income and only recognised in the period to which they relate. Where payments are received from customers in advance of services provided, the amounts are recorded within accruals and deferred income.

Government funding 
Government funding is directly linked to the provision of nursery services, representing additional government funding to supplement the amounts paid by parents. This activity is considered to be linked activity of providing nursery services which is recognised over time as described above. Government funding paid in advance is recognised within other creditors and only recognised in the period to which it relates. Where payments are received from funding providers in advance of services provided, the amounts are recorded within other creditors.

 
1.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Nursery equipment
-
over 4 years
Motor vehicles
-
over 4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 15

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

  
1.7

Taxation

Current UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset (other than goodwill) that is recognised in a business combination is less than the value at which it is recognised, a deferred tax liability is recognised for the additional tax that will be paid in respect of that difference. Similarly, a deferred tax asset is recognised for the additional tax that will be avoided because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment carried at deemed cost is provided based on the difference between the accounts and tax base costs. Deferred tax assets and liabilities are offset only if the Company has a legally enforceable right to set off current tax assets against current tax liabilities.

  
1.8

Pension costs

The Company contributes to a number of money purchase pension schemes. The assets of the schemes are held separately from those of the Company in an independently administered fund. The pension charge represents the amounts payable by the Company to the schemes during the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Page 16

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from the sources. The estimates and associated assumptions relate to provisioning against receivables and recognition of grant income and 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 period if the revision affects both current and future periods. 
There were no critical accounting judgements or key source of estimation uncertainty in either the current or prior periods. 


3.


Turnover

All turnover arose from the Company’s principal activity and was all generated in the United Kingdom.


4.


Profit before tax

The profit before tax is stated after charging:

Year ended
31 December
Period ended
31 December
2024
2023
£000
£000

Depreciation of tangible fixed assets
52
175

The fees payable to the Company’s auditor for the audit of the Company’s annual financial statements of £8,000 (period ended 31 December 2023: £6,000) were borne by another wholly-owned Group Company. There were no non-audit fees in the year (period ended 31 December 2023: £nil). 
All staff costs, including pension costs, are paid by a fellow wholly-owned group company and recharged to Newbyres Nursery Limited accordingly.

Page 17

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Employees

The average monthly number of employees, excluding the directors, during the year was as follows:


      Year ended
     31 December
     Period ended
      31 December
        2024
        2023
            No.
            No.







Average number of staff (Full time equivalent)
35
35


6.


Directors' remuneration



The directors received emoluments from other wholly-owned group companies for their services to all wholly-owned group companies. It is not considered practical or possible to accurately apportion these costs to each entity in the Group. Given the relative size of the respective entities, the effect of not apportioning these costs for disclosure purposes is not considered to be material. 


7.


Taxation


Year ended
31 December
Period ended
31 December
2024
2023
£000
£000

Corporation tax


Current tax on profits for the year/period
-
171

Adjustments in respect of previous periods
(9)
(2)


Total current tax
(9)
169

Deferred tax


Origination and reversal of timing differences
11
(45)

Adjustment in respect of prior periods
9
-

Total deferred tax
20
(45)


Tax charge on profit
11
124
Page 18

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
7.Taxation (continued)


Factors affecting tax charge for the year/period

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax of 25.00% (period ended 31 December 2023 - 23.52%) to the profit before tax is as follows:

Year ended
31 December
Period ended
31 December
2024
2023
£000
£000


Profit before tax
755
503


Profit before tax multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
189
126

Effects of:


Adjustment in respect of prior periods
-
(2)

Effects of group relief for nil consideration
(178)
-

Total tax charge for the year/period
11
124


Factors that may affect future tax charges

The standard rate of tax applied to the reported profit before tax is 25.00% (period ended 31 December 2023: 23.52%).
At 31 December 2024 the Company has unrecognised trading losses of £nil (period ended 31 December 2023: £nil) available to offset against certain future profits.

Page 19

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Tangible fixed assets





Nursery equipment
Motor vehicles
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
510
34
544


Additions
90
-
90


Disposals
(241)
-
(241)



At 31 December 2024

359
34
393



Depreciation


At 1 January 2024
416
34
450


Charge for the year on owned assets
52
-
52


Disposals
(241)
-
(241)



At 31 December 2024

227
34
261



Net book value



At 31 December 2024
132
-
132



At 31 December 2023
94
-
94

Page 20

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Debtors

2024
2023
£000
£000

Amounts due within one year

Trade debtors
10
-

Amounts owed by group undertakings
4,893
3,887

Prepayments and accrued income
19
7

4,922
3,894


There is no repayment date attached to the amount owed by group undertakings. There was no interest charged on the amounts owed by group undertakings (2023: £nil). The amounts owed relate to trading balances with other wholly-owned group companies.
Amounts owed by group undertakings are repayable on demand; however, we do not anticipate needing to recall any funds in the next 12 months.


10.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
42
33

Amounts owed to group undertakings
952
430

Corporation tax
-
440

Other creditors
77
19

Accruals and deferred income
85
52

1,156
974


There is no repayment date attached to the amount owed to group undertakings, they are intercompany trading balances with other wholly-owned group companies. There was no interest charged on the amounts owed to group undertakings (2023: nil).
Within accruals and deferred income is deferred income of £42,000 (2023: £13,000), which relates to nursery fees paid in advance. 

Page 21

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Deferred taxation




2024
2023


£000

£000






At beginning of year/period
(9)
(54)


Charged to profit or loss
(20)
45



At end of year/period
(29)
(9)

Deferred tax balances at 31 December 2024 have been calculated at 25.00% (2023: 25.00%). The deferred tax provision is as follows and all items are expected to reverse within 12 months:

The provision for deferred taxation is made up as follows:

2024
2023
£000
£000


Fixed assets timing differences
(29)
(9)


12.


Share capital

2024
2023
£
£
Authorised, allotted, called up and fully paid



2 (2023 - 2) Ordinary shares of £1 each
2
2



13.


Pensions

The Group operates a money purchase scheme for the benefit of certain employees. Contributions are charged to the profit and loss account in the year to which they relate.  The charge in the year was £16,000 (period ended 31 December 2023: £7,000).


14.


Related party transactions

The Company has taken the exemption available under FRS 102 not to disclose related party transactions with other 100% controlled members of the same Group. There were no other related party transactions in the year. 

Page 22

 
NEWBYRES NURSERY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Controlling parties

The Company’s immediate parent undertaking is Busy Bees Holdings Limited. The largest Group into which the Company is consolidated is the Group headed by Eagle Superco Limited and the smallest Group into which the Company is consolidated is the Group headed by Eagle Midco Limited. Busy Bees Holdings Limited, Eagle Superco Limited and Eagle Midco Limited are all incorporated in United Kingdom and registered at St Matthews, Shaftsbury Drive, Burntwood, Staffordshire, WS7 9QP. The consolidated financial statements of Eagle Superco Limited can be obtained from the Company’s registered address above. The ultimate parent Company is Eagle Superco Limited and the ultimate controlling party is the Ontario Teachers’ Pension Plan incorporated in Canada, its registered address is 5650 Yonge Street, Toronto, Ontario, M2M 2H5.

Page 23