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Registered number: 15690610
EAGLE NEWCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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EAGLE NEWCO LIMITED
CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Changes in Equity
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Notes to the Financial Statements
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EAGLE NEWCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their strategic report for the period from incorporation on 29 April 2024 to 31 December 2024 (the “period”). Given this is the period from incorporation there is no comparative period and no comparative financial information.
The Company’s principal activity is that of an intermediate holding company. 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’). The principal activity of the Group is the provision of day care nursery services. The Group has a financial year ending 31 December 2024, ("the year").
During the period, a shareholder exit event was completed whereby new third party debt was raised by the Group. This new third party debt was used to provide an exit for retiring management shareholders of the Group as well as providing partial liquidity to continuing management and investors. To facilitate this, this Company was incorporated. Third party debt was raised by this Company in the form of Payment in Kind ("PIK") loan notes. The proceeds from the PIK loan notes were used to repay managment shareholders and loan note holders in the parent and indirect parent companies of the Company. A number of corporate reorganisation steps were undertaken as part of this process, including:
∙The Company was incorporated by Eagle Holdco Limited and Twentysixmorant Corp. On incorporation, the Company issued 10 ordinary A shares with a total nominal value of £1,250 and 1 ordinary B share with a nominal value of £0.01.
∙The Company aquired Eagle Midco Limited from Eagle Holdco Limited via a share for share exchange. The cost of the investment in Eagle Midco Limited by the Company has been estimated using the fair value of Eagle Midco Limited and its subsidaries at the point of acquistion by the Company, being £1,187,624,000. As part of this share for share exchange, 9,500,990 shares with a nominal value of £125 were issued at a cost of £125 per share, this amouned to £1,187,624,000.
∙The Company then undertook a capital reduction to reduce its share capital of £1,187,625,000 by cancelling and extinguishing the ordinary A and B share capital to 9,501,001 shares of £0.000001 each.
∙The Company declared a dividend to Eagle Holdco Limited of £550,000,000 of which, £292,000,000 was settled in cash.
∙The Company raised third party debt in the form of £300,000,000 PIK loan notes.
Interest accrues, (but is not paid) on the PIK loan notes within this Company. The PIK loan notes incur interest at SONIA + 8.75%. The loan notes have a maturity of May 2032. The Company has an option within the terms of the loan notes to repay the loan notes earlier than May 2032. This option is considered to be a financial instrument, the valuation of which is a liability of £18.6m as at 31 December 2024.
The Company made a loss for the period of £62,538,000. Shareholders funds were £575,087,000. It is expected that the company will continue to act as an investment holding company for the foreseeable future.
The Company has not identified particular key performance indicators due to its nature being an intermediate
holding company. The value of the Company’s investments and consequently its ability to settle its liabilities are
linked to the performance of the Group.
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EAGLE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Business review (continued)
Group business review
Operational and financial performance for the Group has been strong during 2024 a summary of which has been provided below. The Group generated revenue of £1,148.9m (2023: £1,006.5m) driven by increases in occupancy growth, centre fees and the full year effect of 2023 acquisitions and new centres as well as the benefit of new centres and centres acquired during 2024. Like for like revenue has increased by 9% (2023: an increase of 11%) as a result of fee increases and occupancy growth across the Group. Some of the improved occupancy in Canada and the UK is driven by wider government support for the early years sector which in some location can make childcare services more affordable and accessible. Operating profit has increased to £150.3m, (2023: £92.3m) as a result of revenue growth being offset by labour and cost increases. The Group generated EBITDA of £270.6m (2023: £225.5m) and £295.8m in Adjusted EBITDA (2023: £250.6m). The increase in both EBITDA and Adjusted EBITDA since the prior year are a result of the movements in revenue and operating profit described above, with the addition of an increase in the amortisation, depreciation and impairment amounts added back to operating profit in arriving at EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are defined in note 30 of the Eagle Midco financial statements.
Average occupancy across the Group’s centres for 2024 was 67.7% (2023: 67.0%), improving from the prior year to be ahead of 2019 pre-COVID average occupancy on a like for like basis (2023: in line with pre-COVID average occupancy). The Group has experienced inflationary cost pressures on wages and some of its key suppliers, although these have been, and continue to be, mitigated in the main by fee increases. The Group has faced some constraints on suitably qualified labour in certain locations which can impact our ability to deliver occupancy growth in those locations, however during the year, the Group has reduced staff churn and vacancies so that the impact of this is limited.
The Group has a Senior Facilities Agreement ("SFA") in place with GBP and Euro Term Loan B (“TLB”) loans of £365.9m and €932.1m respectively. The Group has a £100m revolving credit facility ("RCF"), at 28 August 2025, the RCF is not drawn and £16.0m is held for bank guarantees. In December 2024 the Group agreed with its lenders to raise a further €120.0m loan under the SFA. This was drawn in early January 2025 and consolidated with the previous Euro loan of €812.1m. The proceeds of this raise was used to fund the acquisition of the Learn and Play Montessori School which completed on 3 January 2025, repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
The TLB loans have a term to March 2028 and incur interest at SONIA + a margin and EURIBOR + a margin, dependent on the Group’s leverage ratio as reported by the Group to its lenders on a quarterly basis. For the majority of the year ended 31 December 2024, the Group was incurring interest at SONIA + 4.75% on the GBP loan and EURIBOR + 3.75% on the Euro loan. At 28 August 2025, the Group is incurring interest at SONIA + 4.25% on the GBP loan and EURIBOR +3.25% on the Euro loan. The Group’s RCF has a term to September 2027, the RCF incurs interest on any amount drawn at SONIA + 4%.
Base rates of interest have remained at around 5% for SONIA and around 4% for EURIBOR across the year. The Group has mitigated the risk of further rises in base rate interest costs through the use of interest rate caps. An interest rate cap has been in place for 2024 which caps £183.0m of GBP debt at a SONIA rate of 3.5%, a further £183.0m of GBP debt at a SONIA rate of 5.0%. Euro debt of €318.5m is capped at a EURIBOR rate of 2.5% and a further €318.5m of Euro debt is capped at a EURIBOR rate of 4.0%. These caps expired at the end of June 2025. During the year the Group took out further interest rate caps beyond this point which cap EURIBOR on the Group’s euro debt of €932.1m at 3.5% and SONIA on the Group’s GBP debt of £365.9m at 5% from 30 June 2025 to 30 June 2027.
During the year, a shareholder exit event was completed whereby new third party debt was raised by the Group. This new third party debt provided funding which was used to provide an exit for retiring management shareholders of the Group as well as providing partial liquidity to continuing management and investors. The third party debt is in the form of £300.0m of PIK loan notes within this Company. Interest accrues, (but is not paid) on these loan notes at SONIA + 8.75%. The loan notes have a maturity of May 2032.
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EAGLE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
In preparation of the financial statements, the directors have made an assessment of the Company’s ability to continue as a going concern. After making enquiries and taking account of the factors set out in note 2 of the financial statements, 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 annual report and financial statements.
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EAGLE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
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In accordance with the Companies Act 2006 (the ‘Act’) (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the Directors provide this statement describing how they have had regard to the matters set out in section 172(1) of the Act, when performing their duty to promote the success of the Company, under section 172.
The Directors always aim to act in the best interests of the Company, and to be fair and balanced in its approach. The needs of different stakeholders are always considered as well as the consequences of any decision in the long-term and the importance of our internally published high standards of business conduct. More specific information is given in sub-paragraphs (a) to (f), which correspond to the individual factors disclosed under Section 172(1).
a. Long-term decision making
The Board maintains oversight of the Company’s performance, and reserves to itself specific matters for approval. In addition to this, any major decisions with long-term implications, including significant new business initiatives, would need shareholder approval under the Company Articles of Association, to ensure that the business decisions taken locally are in alignment with the long-term strategy of the Company. Any decisions approved either locally or by the Shareholders, are then implemented, with subsequent Board oversight to ensure these are in accordance with the agreed strategy. This includes the shareholder exit event and third party debt raised by the Company in the period and described in the Business Review.
b. Stakeholders: Employees
The Company has no employees, other than the directors.
c.Stakeholders: Customers, Suppliers, Others
As a holding company, the Company does not trade. Lenders are important to our business as the Company holds external debt. The Company's has formal and informal interactions with its lenders and their agent's throughout the financial year to ensure that the lenders have sufficient information to reach appropriate conclusions about the risks and opportunities faced by the Company and the Group.
d.Stakeholders: Community & Environment
As a holding company, the Company does not undertake community and environmental engagement.
e. Reputation for high standards of business conduct
The Board is responsible for developing the corporate culture across the Company, which promotes integrity and transparency. The Company uses the same comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour, as are implemented within Eagle Topco Limited and its subsidiaries. Central to these policies is the Code of Conduct. This applies to all Directors is embedded into the Company’s operations.
f. Acting fairly as between members of the Company
The Board aims to understand the views of its shareholder and always to act in their best interests. In order to do this, the Board works closely with the principal shareholder on a very regular basis to ensure operations, strategy and performance are aligned with the long-term objectives of the shareholders, while complying with the Articles of Association of the Company.
Statement on Employee Engagement
The Company has no employees, other than directors.
Statement on Business Relationships
As a holding company, the Company does not trade.
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EAGLE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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The Company considers its key risks to be in relation to the value of its investments and therefore whether any impairment is required and also the recoverability of its inter-company debt.
Credit risk
The Company’s principal assets are investments in subsidiary companies. The Company also has receivables that primarily relate to amounts due from other group companies. Any impairment arising on these is recognised based on comparisons to the recoverable amount and solvency/liquidity of these undertakings.
Liquidity Risk
The Company’s funding requirements are under constant review. All funding is carried out through other UK Group related companies, either on a short-term loan basis or through cash pooling between UK entities.
The risks detailed below are those that are considered to effect the Group and are deemed relevant to this Company and its subsidiaries.
People risk
The Company does not have any employees, however people and the risk from people is a principal risk for the Group. The Group has a principal risk around the recruitment and retention of employees, particularly centre- level qualified employees, and the impact and likelihood of this principal risk materialising has reduced for the Group in the last year. This risk is defined as the Group not achieving the desired business performance, growth and quality as the Group may not have enough suitably qualified employees to operate at the desired level or grow occupancy, and replacement employees may have less experience.
Alongside this, the Group has experienced upward cost pressure on wage and recruitment costs due to a competitive recruitment market and wider macroeconomic pressures. These increased costs have been built into operating plans.
In response to this risk the Board monitor the operational and financial impact more closely and take appropriate action as needed. The Group has developed education and training capability in the UK, Asia, Australia. This not only allows the Group to offer high quality training to employees, but also to bring through a pipeline of suitably qualified employees to meet demand and address this risk. There has been an investment in the number of apprentices and trainees recruited and changes to the wider recruitment processes to allow these to be more efficient and effective. At the start of 2024, the Group made a further investment in employees’ renumeration as well as enhancing benefits around recognition and long service to support retention.
Market risk
Aside from the key risks facing most businesses, for example those of reputation and competition and market change, the Group considers its key risks to be as follows:
∙health and safety for young children, employees and our centres, in relation to which the Group has a dedicated Safeguarding Committee and Safeguarding teams and compliance teams across territories that define policy and procedures and closely monitor and report compliance performance as well as Health and Safety protocols to monitor and take action in respect of health and safety risks.
∙change of government policy and the implementation of policy at a local level, including free entitlement funding. The Group actively engages in a positive way in many of the territories it operates in, with government at a ministerial, civil service and local level and regularly reviews its compliance with policy and funding requirements. Any changes to the legal and regulatory environment are captured as emerging risks through our risk management process with identified owners and action plans to ensure compliance when the changes come into effect. Our external legal advisers also provide detailed reviews in respect of existing and upcoming legislation that may affect the Group. A failure to comply could lead to unanticipated regulatory penalties or sanctions, as well as damage to our reputation.
∙cyber attack/(s) on our IT environment leading to loss of personal data and company information, as well as ongoing disruption to business operations. The Group has formalised disaster recovery plans, ongoing training, data protection controls and review of IT processes as well as stress testing of IT systems.
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EAGLE NEWCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
Market risk (continued)
∙The medium to longer term impact of the wider economy in relation to recession, cost of living, inflation,market interest rates and the impact on the affordability of childcare which has increased in terms of likelihood and impact during the year.
Non-financial and sustainability information statement
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The Group has made mandatory climate-related financial disclosures within the Non-Financial and Sustainability Information Statement of the Group’s Annual Report and Financial statements. As this Company is a subsidiary of the Group, whose activities are included within the consolidated Group’s Annual Report and Financial statements, the Company has not been required to report separately in relation to these disclosures.
This report was approved by the board and signed on its behalf.
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EAGLE NEWCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the period ended 31 December 2024.
The loss for the period, after taxation, amounted to £62,538,000.
During the year, the Company declared a dividend of £550,000,000, of which £292,000,000 was settled in cash. No dividend has been declared or paid since the year end to the date of this report.
The directors who served during the period and to the date of this report were:
M G P Davies (appointed 29 April 2024)
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S A Irons (appointed 29 April 2024, resigned 7 July 2025)
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N J Jansa (appointed 25 September 2024)
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S E Yates (appointed 29 April 2024)
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JC E Douin (appointed 29 April 2024, resigned 25 September 2024)
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P D Gowers (appointed 7 July 2025)
During the period, there were no political donations.
During the period, there were no charity contributions.
It is expected that the company will continue to act as an investment holding company for the foreseeable future.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the period 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 an associated companies.
Matters covered in the Strategic report
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Details of the Directors’ assessment of going concern, engagement with stakeholders including employees, suppliers, customers and others and financial risks are set out in the strategic report.
Energy and carbon reporting
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The Company has taken advantage of the exemption in Part 7A of schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 from the carbon reporting disclosure as it is a subsidiary undertaking and is included in the consolidated financial statements of Eagle Superco Limited. See note 17 for further details.
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EAGLE NEWCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Post balance sheet events
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The Group has had the following post balance sheet events. These have an impact on the Company’s subsidiaries.
∙On 2 January 2025 the Group drew down a further €120.0m loan under its SFA. The raise was used to complete the acquisition of the Learn and Play Montessori School, (below), repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
∙On 3 January 2025 the Group completed the acquisition of the Learn and Play Montessori School. The acquisition represents 15 centres and 4 pipeline centres in the San Francisco Bay area of California. The initial consideration paid was $74.2m (£59.2m) with contingent consideration being dependent on future performance criteria in the period to March 2027. The primary reason for the acquisition was to continue growth and expansion in market share in the Group’s US operations. Given the size and complexity of the acquisition, specifically in relation to assessing the fair value of contingent consideration, the accounting for Business Combinations is incomplete at the date of approval of these financial statements. The Group will complete the fair value exercise and will disclose the fair value of acquired assets and liabilities in the financial statements for the year ended 31 December 2025.
∙On the 18 July 2025, the Group completed the allocation process of an amend and exercise of its SFA. This exercise will extend the maturity of the Group’s €932.1m and £365.9m debt to February 2032 and will also introduce some changes to covenants and conditions within the SFA. As part of this process the Group also intend to increase its RCF to £150.0m. The changes to the Group’s SFA and RCF are expected to become effective on the 29 August 2025.
Disclosure of information to auditor
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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.
Under section 487(2) of the Companies Act 2006, Deloitte LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
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EAGLE NEWCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
This report was approved by the board on 28 August 2025 and signed on its behalf.
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EAGLE NEWCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic Report, 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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EAGLE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE NEWCO LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of EAGLE NEWCO 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 loss for the period 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;
statement of changes in equity and
∙the related notes 1 to 17 and appendix 1 to the financial statements.
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 annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.
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.
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EAGLE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE NEWCO LIMITED
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, 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.
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.
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EAGLE NEWCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE NEWCO LIMITED
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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
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
28 August 2025
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EAGLE NEWCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Loss for the financial period
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All amounts relate to continuing activities. There were no recognised gains and losses for 2024 other than those included in the profit and loss account. Accordingly, no separate statement of other comprehensive income is presented.
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The notes on pages 17 to 35 form part of these financial statements.
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Appendix 1 forms part of these financial statements.
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EAGLE NEWCO LIMITED
REGISTERED NUMBER: 15690610
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2025.
The notes and appendix 1 on pages 17 to 35 form part of these financial statements.
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EAGLE NEWCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Loss and total comprehensive expense for the period
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Contributions by and distributions to owners*
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Share capital issued during the period
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Share capital reduction during the period
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Share capital reduction during the period
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The notes and appendix 1 on pages 17 to 35 form part of these financial statements.
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*Note 13 provides information on share capital transactions during the year.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Eagle Newco Limited (the Company) is a company incorporated in England, United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company’s registered office is shown in the Directors' report.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Eagle Superco Limited as at 31st December 2024 and these financial statements may be obtained from the registered office of Eagle Superco Limited..
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Exemption from preparing consolidated financial statements
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Accordingly the Company has taken advantage of the exemption given in s400 of the Companies Act 2006 from preparing and delivering Group accounts. The financial statements therefore contain information about the Company as an individual undertaking and not about its Group.
The functional currency is pounds sterling as that is the currency of the economic environment in which the Company operates.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
In preparation of the financial statements, the directors have made an assessment of 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.
As at 31 December 2024 the Company has net current liabilities of £276,908,000 and net assets of £575,087,000. The Company is reliant on the support of its 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 group, 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 Company is dependent on the ability of other Group companies to settle their obligations to the Company on a timely basis.
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. The TLB loans expire in March 2028, the RCF 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 is drawn. In this scenario, a leverage covenant of Group indebtedness to EBITDA of 9.85 times would apply.
During the year, the Group drew down on its RCF 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 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
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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, 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
In the period to July 2025, the Group has performed ahead of forecast in relation to cashflows, occupancy and costs. At 28 August 2025 the Group has no additional amounts drawn of the RCF, but
£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 annual 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 annual report and financial statements.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Operating profit/(loss) is defined as the profit/(loss) for the period after all operating costs and income but before interest receivable and similar income, interest payable and similar charges and taxation. Operating profit/(loss) is disclosed as a separate line on the face of the profit and loss account.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
a)Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method: 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.
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
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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.
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.
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Derivative financial instruments
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The Group does not hold or issue derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, which are described in note 2, 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 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.
Key sources of estimation uncertainty
Valuation of early repayment option within PIK loan notes
The valuation of the early repayment option within the PIK loan notes is subject to an estimate relating to the expected rate of borrowing that the Group could borrow at if it were to raise external debt. The difference in this rate between when the PIK loan notes were raised at the balance sheet date drives the valuation of the early repayment option. A sensitivity of a 130 bps change in this rate is considered a reasonably possible change in the rate of borrowing for the Group. The valuation of the early repayment option has been recalculated reflecting this sensitivity. The effect of a 130 bps change in the rate of borrowing that the Group could borrow at had the affect of reducing the early repayment option by £18.6m to £nil.
Critical accouting judgements
There were no critical judgements that the Directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Audit fees for the period were £4,000. Audit fees were born by another group company.
The Directors did not receive any emoluments for their services during the period. The Directors are of the opinion that their qualifying services are immaterial to this entity. The Company has no employees, other than the Directors.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Interest due to group undertakings
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Change in fair value of early repayment option within PIK loan notes
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The Company has third party debt is in the form of £300.0m of PIK loan notes. Interest accrues, (but is not paid), on these loan notes at SONIA + 8.75% and is compounded quarterly. The Group has an option within the terms of the loan notes to repay the loan notes earlier than May 2032. This option is a financial instrument, the valuation of which is a liability of £18.6m as at 31 December 2024.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
7.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
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Loss before tax multiplied by standard rate of corporation tax in the UK of 25%
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Total tax charge for the period
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Factors that may affect future tax charges
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The standard rate of tax applied to the reported loss on ordinary activities is 25.00%.Deferred tax balances have been calculated based on the rates at the date of restatement that will apply when the timing differences are expected to reverse. Accordingly, a rate of 25.00% has been used as at 31 December 2024.
The Company has applied the amendments made to FRS 102 that introduce a temporary exception to the accounting and disclosure for deferred tax, or potential income tax consequences arising from Pillar Two legislation. Disclosures relating to the potential income tax consequences of Pillar Two legislation on the Group are disclosed within the Group’s financial statements. Accordingly, the Company neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The additions in the period relate to the aquisition of Eagle Midco Limited from Eagle Holdco Limited via a share for share exchange. The investment in Eagle Midco Limited by the Company has been estimated using the fair value of Eagle Midco Limited and its subsidaries at the point of acquistion by the Company, this amount is the deemed cost of investment. In order to assess the cost of the investment in Eagle Midco Limited, a valuation of the Eagle Midco Limited group was prepared, using a discounted cash flow model.
There are no indicators or impairment in relation to the Company’s investments. A full listing of subsidiaries at 31 December 2024 is provided in Appendix 1 to these financial statements.
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Amounts falling due within one year
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Prepayments and accrued income
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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There is no repayment date attached to the amounts owed to group undertakings. The interest rate on amounts owed to group undertakings is 12.50%.
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Creditors: Amounts falling due after more than one year
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Financial instruments (after 1 yr)
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During the period, a shareholder exit event was completed whereby new third party debt was raised by the Company. This new third party debt provided funding which was used to provide an exit for retiring management shareholders of the Group as well as providing partial liquidity to continuing management and investors. The third party debt is in the form of £300.0m of PIK loan notes. Interest accrues, (but is not paid), on these loan notes at SONIA + 8.75% and is compounded quarterly. The loan notes have a maturity of May 2032.
The Group has an option within the terms of the loan notes to repay the loan notes earlier than May 2032. This option is a financial instrument, the valuation of which is a liability of £18.6m as at 31 December 2024.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due in more than 5 years
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PIK loan notes relate to loan notes on which interest accrues and compounds quarterly. Interest accrues at SONIA + 8.75% and the loan notes are repayable in May 2032 with an early repayment option available to the Company.
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Allotted, called up and fully paid
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9,501,001 Ordinary shares shares of £0.000001 each
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No rights, preferences and restrictions are attached to the ordinary shares.
During the period, the following transactions were completed:
Shares capital issued during the period
On incorporation, the Company issued 10 ordinary shares at a cost of £125 per share, this amounted to an aggregate value of £1,250 and 1 ordinary B share with a nominal value of £0.01.
As part of the acqusition of Eagle Midco Limited from Eagle Holdco Limited by the Company, 9,500,990 shares with a nominal value of £125 were issued by the Company, at a cost of £125 per share, this amouned to £1,187,623,750.
Shares capital reduction during the period
The Company undertook a capital reduction to reduce its share capital of £1,187,625,000 by cancelling and extinguishing the share capital to 9,501,000 shares to a nominal value of £0.000001 each with the balance transferred to the profit and loss account and representing a distributable reserve.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Other financial commitments
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The Company had no capital commitments at 31 December 2024.
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Related party transactions
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The Company has taken the exemption available under FRS102 not to disclose related party transactions with other 100% controlled members of the same group. There were no other related party transactions in the period.
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Post balance sheet events
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The Group has had the following post balance sheet events. These have an impact on the Company’s subsidiaries.
∙On 2 January 2025 the Group drew down a further €120.0m loan under its SFA. The raise was used to complete the acquisition of the Learn and Play Montessori School, (below), repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
∙On 3 January 2025 the Group completed the acquisition of the Learn and Play Montessori School. The acquisition represents 15 centres and 4 pipeline centres in the San Francisco Bay area of California. The initial consideration paid was $74.2m (£59.2m) with contingent consideration being dependent on future performance criteria in the period to March 2027. The primary reason for the acquisition was to continue growth and expansion in market share in the Group’s US operations. Given the size and complexity of the acquisition, specifically in relation to assessing the fair value of contingent consideration, the accounting for Business Combinations is incomplete at the date of approval of these financial statements. The Group will complete the fair value exercise and will disclose the fair value of acquired assets and liabilities in the financial statements for the year ended 31 December 2025.
∙On the 18 July 2025, the Group completed the allocation process of an amend and exercise of its SFA. This exercise will extend the maturity of the Group’s €932.1m and £365.9m debt to February 2032 and will also introduce some changes to covenants and conditions within the SFA. As part of this process the Group also intend to increase its RCF to £150.0m. The changes to the Group’s SFA and RCF are expected to become effective on the 29 August 2025.
The Company’s immediate parent undertaking is Eagle Holdco Limited. The largest group into which the Company is consolidated is the group headed by Eagle Superco Limited. Eagle Holdco Limited and Eagle Superco Limited are both incorporated in the United Kingdom and registered at Busy Bees, Shaftesbury Drive, Burntwood, Staffordshire, WS7 9QP. 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.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Appendix 1: Investments held as non-current assets
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A full listing of subsidiary companies at 31 December 2024 is provided below. Unless otherwise stated all investments are held indirectly:
* Held directly
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Registered Company Number
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Management services/ holding company
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Busy Bees Holdings Limited
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Management services/ holding company
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Busy Bees Nurseries Limited
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Busy Bees Day Nurseries (Trading) Limited
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Busy Bees Education and Training Limited
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Busy Bees Nurseries (Scotland) Limited
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Oakwood Nurseries Limited
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Egg Childcare Holdings Limited
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Management services/ holding company
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Management services/ holding company
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Harlequin Childcare Limited
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Alderley Day Nursery Limited
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Management services/ holding company
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St Pauls Lettings Limited
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Management services/ holding company
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Leeward Enterprises Limited
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Organic Kids (Castle Quay) Limited
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Busy Bees Day Nurseries Limited
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Just Learning Malling Limited
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Kids First Day Nurseries Limited
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Positive Steps Childrens Day Nurseries Limited
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Early Years Child Care Limited
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Early Years Childcare (SouthEast) Limited
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Lilliput (Brompton) Limited
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Lilliput Childcare Services Limited
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Rosevale Holdings Limited
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Squiggles Childcare Limited
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Careshare Holdings Limited
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Bush Babies Childrens Nurseries (Holdings) Limited
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Bush Babies Childrens Nurseries Limited
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Claremont Childcare Limited
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Countryside Day Nurseries Ltd.
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Daisy and Jake Day Nursery Limited
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Droitwich Spa Nursery and Kindergarten Limited
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Eden Homes (Wirral) Limited
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Forest Nursery Investments Limited
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Great Little Childcare Company Limited
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Green Gables Montessori School Limited
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Green Gables Primary School Limited
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Happy Child (Mottingham) Limited
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|
EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
|
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I Can Day Nurseries Limited
|
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Kindercare (Harrogate) Limited
|
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Les Enfants Nursery (Scotland) Limited
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Little Learners Pre-School (UK) Limited
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Mace Montessori Schools Limited
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Positive Steps Childrens Day Nurseries Limited
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Queen of Hearts Nursery School Limited
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The Edinburgh Nursery Limited
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The Green Umbrella Day Nursery Limited
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Toybox Day Nurseries Limited
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Toybox Great Denham Limited
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Toybox Properties Limited
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Oak Tree Nursery Investments Limited
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Treetops Clipstone Limited
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Treetops Gloucestershire Limited
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Treetops Nurseries Limited
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Treetops Nurseries (London) Limited
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Treetops Teddington Limited
|
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Busy Bees Holdings Pte. Ltd.
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|
Management services/ holding company
|
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Busy Bees Singapore Pte. Ltd.
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Odyssey The Global Preschool Pte. Ltd.
|
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Busy Bees @ Work Pte. Ltd.
|
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Brighton Montessori Centres Pte. Ltd.
|
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Brighton Hillview Pte Ltd
|
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Pats Schoolhouse Pte. Ltd.
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Learning Horizon Pte. Ltd.
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Asian International College Pte. Ltd.
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Zoo-phonics Toa Payoh Pte.
|
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Zoo-phonics (BTSC) Pte. Ltd.
|
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Zoo-phonics Woodlands Pte. Ltd.
|
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Zoo-phonics (BB) Pte. Ltd.
|
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The Schoolhouse Pte. Ltd.
|
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Zoo-phonics Tampines Pte. Ltd.
|
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Zoo-phonics Yishun Pte. Ltd.
|
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Zoo-phonics (1A) Pte. Ltd.
|
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|
Brighton Rivervalley Pte Ltd
|
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|
Just Kids @ Marine Parade Pte Ltd
|
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|
Just Kids @ Jurong Pte Ltd
|
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Just Kids @ Jurong West Pte Ltd
|
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Just Kids @ Taman Jurong Pte Ltd
|
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Just Kids @ St George’s Pte Ltd
|
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Just Kids @ Yishun Pte Ltd
|
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Just Kids @ Learning Place Pte Ltd
|
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Just Kids @ Tampines Pte Ltd
|
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|
Just Kids @ Woodlands Pte Ltd
|
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|
Just Kids @ Choa Chu Kang Pte Ltd
|
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|
Just Kids @ Bukit Panjang Pte Ltd
|
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|
Just Kids @ Bukit Merah Pte Ltd
|
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|
Just Kids @ Ang Mo Kio Pte Ltd
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|
Schoolhouse by the Bay Pte Ltd
|
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|
Canberra Preschool Pte Ltd
|
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|
Canberra Schoolhouse Pte Ltd
|
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|
|
|
|
|
AGAPE CHILD CARE (CCK) PTE. LTD.
|
|
|
|
|
|
|
AGAPE CHILD CARE (SK) PTE. LTD.
|
|
|
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|
AGAPE CHILD CARE (JW) PTE. LTD.
|
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|
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|
|
AGAPE LITTLE UNI. PTE. LTD.
|
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|
AGAPE LITTLE UNI. (KALLANG) PTE. LTD.
|
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|
AGAPE LITTLE UNI. @ CECIL PTE. LTD.
|
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|
AGAPE LITTLE UNI. @ CLEMENTI PTE. LTD.
|
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|
AGAPE LITTLE UNI. @ COMPASSVALE PTE. LTD.
|
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|
AGAPE LITTLE UNI. @ UPPER SERANGOON PTE. LTD.
|
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|
AGAPE LITTLE UNI. @ GAMBAS PTE. LTD.
|
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|
AGAPE LITTLE UNI. @THOMSON PTE. LTD.
|
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|
EAGER BEAVER SCHOOLHOUSE 1 PTE. LTD.
|
|
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|
|
|
|
EAGER BEAVER SCHOOLHOUSE 2 PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDZ (BUKIT BATOK) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS (POTONG PASIR) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS (SIMS) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS GROUP PTE. LTD
|
|
|
|
|
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|
|
|
Tadika Peter & Jane Sdn Bhd
|
|
|
|
|
|
|
Children’s Studio Sdn Bhd
|
|
|
Management services/ holding company
|
|
|
|
Tadika The Children’s House Sdn Bhd
|
|
|
|
|
|
|
The Montessori Place Sdn Bhd
|
|
|
|
|
|
|
Dika Interrnational Sdn Bhd
|
|
|
|
|
|
|
|
EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
Busy Bees Consultancy JSC
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
Just Kids Education and Entertainment Joint Stock Company
|
|
|
|
|
|
|
Busy Bees India Pvt. Ltd.
|
|
|
|
|
|
|
Busy Bees Australia Holding Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Australia Bidco Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Early Learning Australia Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Australia Training Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Australian Child Care Career Options (ACCO) Pty Ltd
|
|
|
|
|
|
|
Busy Bees Australia Operations Pty Ltd
|
|
|
|
|
|
|
Think Childcare Pty Limited
|
|
|
|
|
|
|
FEL Child Care Centres 1 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 2 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 3 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 4 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Developments Pty Ltd
|
|
|
|
|
|
|
Maragon Australia Pty Ltd
|
|
|
|
|
|
|
|
|
|
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|
|
|
Busy Bees Wyndham Vale Pty Ltd
|
|
|
|
|
|
|
Busy Bees Cranbourne Pty Ltd
|
|
|
|
|
|
|
Busy Bees Killarney Heights Pty Ltd
|
|
|
|
|
|
|
Busy Bees Lane Cove Pty Ltd
|
|
|
|
|
|
|
Busy Bees Maroubra Pty Ltd
|
|
|
|
|
|
|
Busy Bees Panania Pty Ltd
|
|
|
|
|
|
|
Busy Bees Sandringham Pty Ltd
|
|
|
|
|
|
|
Busy Bees Williams Landing Pty Ltd
|
|
|
|
|
|
|
Baker Street Childcare Education Pty Ltd
|
|
|
|
|
|
|
Think Childcare ESOP Holding Company Pty
|
|
|
|
|
|
|
|
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|
Edhod Greensborough Pty Ltd
|
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|
|
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|
|
|
|
|
Elements Learning Pty Ltd
|
|
|
|
|
|
|
Elements Learning Geelong West Pty Ltd
|
|
|
|
|
|
|
Elements Learning Torqay Pty Ltd
|
|
|
|
|
|
|
Elements Learning Warralily Pty Ltd
|
|
|
|
|
|
|
Busy Bees Australia Employer Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEA Childcare Services Pty Ltd
|
|
|
|
|
|
|
Airport West 3042 Think Pty Ltd
|
|
|
|
|
|
|
Kilburn 5084 Think Pty Limited
|
|
|
|
|
|
|
Bayswater North 3153 Think Pty Ltd
|
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|
|
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|
|
|
|
Shepparton 3630 Think Pty Ltd
|
|
|
|
|
|
|
Maitland 2320 Think Pty Ltd
|
|
|
|
|
|
|
Narre Warren South 3805 Think Pty Ltd
|
|
|
|
|
|
|
Seven Hills 2147 Think Pty Ltd
|
|
|
|
|
|
|
Noarlunga Downs 5168 Think Pty Ltd
|
|
|
|
|
|
|
Salisbury Downs 5108 Think Pty Ltd
|
|
|
|
|
|
|
Think Childcare Moorabbin Pty Ltd
|
|
|
|
|
|
|
Think Childcare Belmont Pty Ltd
|
|
|
|
|
|
|
Think Childcare Management Pty Ltd
|
|
|
|
|
|
|
Yanchep 6035 Think Pty Ltd
|
|
|
|
|
|
|
Think Childcare 6069 Pty Ltd
|
|
|
|
|
|
|
Think Childcare Services No. 1 Pty Ltd
|
|
|
|
|
|
|
Childcare Management Services Pty Ltd
|
|
|
|
|
|
|
Think Childcare Moorabbin Pty Ltd
|
|
|
|
|
|
|
Think Childcare Belmont Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Think 2 Georges Hall Geor Pty Ltd
|
|
|
|
|
|
|
Think 2 Brookvale Pit Pty Ltd
|
|
|
|
|
|
|
Think 2 Campbelltown bro Pty Ltd
|
|
|
|
|
|
|
Think 2 Grays Point Gra Pty Ltd
|
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|
|
|
|
Think 2 Amaroo Mor Pty Ltd
|
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|
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|
|
Think 2 Tamworth Wir Pty Ltd
|
|
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|
|
|
|
Think 3 Altona Meadows Poi Pty Ltd
|
|
|
|
|
|
|
Think 3 Bentleigh East Che Pty Ltd
|
|
|
|
|
|
|
Think 3 Byford Cov Pty Ltd
|
|
|
|
|
|
|
Think 3 Coburg North Eli Pty Ltd
|
|
|
|
|
|
|
Think 3 Donvale Spr Pty Ltd
|
|
|
|
|
|
|
Think 3 Grovedale Bai Pty Ltd
|
|
|
|
|
|
|
Think 3 Hartington Gle Pty Ltd
|
|
|
|
|
|
|
Think 3 Dandenong Can Pty Ltd
|
|
|
|
|
|
|
Think 3 Lalor Hig Pty Ltd
|
|
|
|
|
|
|
Think 3 Sunshine West Ral Pty Ltd
|
|
|
|
|
|
|
|
EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
|
Think 3 Truganina Sam Pty Ltd
|
|
|
|
|
|
|
Think 3 Montrose Lei Pty Ltd
|
|
|
|
|
|
|
Think 3 Moonee Ponds Mcp Pty Ltd
|
|
|
|
|
|
|
Think 3 Ormond Kat Pty Ltd
|
|
|
|
|
|
|
Think 3 Port Melbourne Ing Pty Ltd
|
|
|
|
|
|
|
Think 3 Prahran Don Pty Ltd
|
|
|
|
|
|
|
Think 4 Woolloongabba May Pty Ltd
|
|
|
|
|
|
|
Think 5 Crittenden Smi Pty Ltd
|
|
|
|
|
|
|
Think 5 Golden Grove Ten Pty Ltd
|
|
|
|
|
|
|
Think 5 Kensington Park Mag Pty Ltd
|
|
|
|
|
|
|
Think 5 Wandana Gil Pty Ltd
|
|
|
|
|
|
|
Think 6 Baldivis Bor Pty Ltd
|
|
|
|
|
|
|
Think 6 Beeliar Dur Pty Ltd
|
|
|
|
|
|
|
Think 6 Carlisle Wes Pty Ltd
|
|
|
|
|
|
|
Think 6 Caversham Bod Pty Ltd
|
|
|
|
|
|
|
Think 6 Grove Joo Pty Ltd
|
|
|
|
|
|
|
Think 6 Hocking Nic Pty Ltd
|
|
|
|
|
|
|
Think 6 Lakelands Bar Pty Ltd
|
|
|
|
|
|
|
Think 6 Padbury For Pty Ltd
|
|
|
|
|
|
|
Think 6 Perth Geo Pty Ltd
|
|
|
|
|
|
|
Think 6 Willetton Cam Pty Ltd
|
|
|
|
|
|
|
Think Childcare 6069 Pty Ltd
|
|
|
|
|
|
|
Think Childcare 6110 Pty Ltd
|
|
|
|
|
|
|
Think Childcare Management Pty Ltd
|
|
|
|
|
|
|
Craigieburn 3064 Think Pty Ltd
|
|
|
|
|
|
|
Think 3 Rowville Lakes Sup Pty Ltd
|
|
|
|
|
|
|
Busy Bees NZ Bidco Limited
|
|
|
Management services/ holding company
|
|
|
|
Provincial Education Group Limited
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eagle Target Ireland Holdings Limited
|
|
|
Management services/ holding company
|
|
|
|
Giraffe Childcare Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Busy Bees Italy Holdings S.r.l
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
|
|
|
|
Isola dell’Infanzia s.r.l
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pineta in Crescendo S.r.l.
|
|
|
|
|
|
|
BrightPath Early Learning Inc
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
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Busy Bees US Holdings Limited
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Management services/ holding company
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Educational Play Care Ltd.
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BrightPath Early Learning LLC
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Hartville Advantage, Inc.
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The Children’s House of Hebron LLC
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The Children’s House of Union LLC
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Children’s House of Madisonville LLC
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Cactus Preschool One, LLC
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Cactus Preschool III, LLC
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Valley Child Care and Learning Centre Inc.
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Valley Child Care And Learning Center INC. #1005
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Valley Child Care And Learning Center INC. #1006
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Valley Child Care and Learning Center #1007 Inc.
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Valley Child Care and Learning Center #1008 LLC
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Valley Child Care and Learning Center #1009 LLC
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Valley Child Care and Learning Center #1010 LLC
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Kelly's Imagination Station
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Arizona Childrens Academy
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Management services/ holding company
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The Malvern School of Malvern
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The Malvern School of Frazer
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The Malvern School of Glen Mills
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The Malvern School of Erial
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The Malvern School of Lionville
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The Malvern School of Richboro
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The Malvern School of Voorhees
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The Malvern School of Washingtown Twp
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The Malvern School of Royersford
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The Malvern School of West Norriton
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The Malvern School of King of Prussia
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The Malvern School of Horsham
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The Malvern School of Newtown Square
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The Malvern School of Downingtown
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The Malvern School of Montgomeryville
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The Malvern School of Collegeville
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The Malvern School of Upper Gwynedd
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The Malvern School of Warrington
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The Malvern School of Oaks
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The Malvern School of Medford
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The Malvern School of Freehold
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The Malvern School of Marlboro
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The Malvern School of Blue Bell
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The Malvern School of Robbinsville
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The Malvern School of Marlton
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The Malvern School of Westtown
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The Malvern School of Valley Forge
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Malvern school of Montgomery
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Malvern school of West Windsor
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The registered office of all entities in England and Wales is Busy Bees, Shaftesbury Drive, Burntwood, Staffordshire, WS7 9QP, United Kingdom.
The registered office of all Scottish entities is 1 Lochside Place, Edinburgh, EH12 9DF, United Kingdom.
The registered office of all Jersey entities is First Floor, Tower House, La Route Es Nouaux, St Helier, Jersey, JE2 4ZJ.
The registered address of all Singapore entities is 100G Pasir Panjang Road, #05-18 Interlocal Centre, Singapore 118523.
The registered address of all Malaysian entities is Level 13A-6, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur, Malaysia.
The registered address of Busy Bees Consultancy JSC and Just Kids Education and Entertainment Joint Stock Company is Mandarin Garden NO3, Dong Nam Urban Area, Tran Duy Hung Street, Trung Hoa Ward, Cau Giay District, Hanoi City, Vietnam.
The registered address of Busy Bees Management LLC is No. 24, Road No. 24, Ward 11, District 6, Ho Chi Minh City, Vietnam.
The registered address of Busy Bees India Pvt Ltd is No 703-704, 7th Floor, Devtha Plaza, 132 Residency Road, Bangalore 5600225, Kartanaka, India.
The registered office of all Australian entities is Boardroom Pty Limited Level 8 210 George Street Sydney NSW 2000.
The registered office of all Provincial Education Group Limited companies is 18 Florence Avenue, Orewa, Orewa, 0931, New Zealand.
The registered office of Busy Bees NZ Bidco Limited is Level 2, The Tasman Building, 50 Centreway Road, Orewa, 0931, New Zealand.
The registered office of all Irish entities is Adamstown Avenue, Castlegate, Adamstown, Lucan, Co. Dublin.
The registered office of Busy Bees Italy Holdings srl and Doremì Srl is Via Carlo Maria Maggi 14, 20154, Milan.
The registered office of Doremì Srl is Via Pietro Paleocapa 6, 20121, Milan.
The registered office of Scoooby Dooo SRL is VIA Stefano Ussi 21, 20125, Milan.
The registered office of Isola dell'Infanza SRL is Via Lario 16, 20159, Milan.
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EAGLE NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The registered office of La Coccinella Srl is Corso Torino 54, 10123, Chieri
The registered office of Baby & Job is Via Castro Pretorio, 82, Rome.
The registered office of Ludoscuola srl is Via Erminia Fusinato 4, 135, Rome.
The registered office of Pineta in Crescendo S.r.l. is Via Pineta Sacchetti 199 Roma (RM), 00100.
The registered address of BrightPath Early Learning Inc. and EPG Realty Inc. is 200 Rivercrest Drive, SE, Suite 201, Calgary, AB, T2C 2X5.
The registered address of BrightPath Kids Corp. is 2141627 Ontario Limited is 3280 Bloor Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
The registered address of the Advantage Inc companies is 2955 Smith Road, Fairlawn, OH, 44333.
The registered office of Busy Bees US Holdings Limited is 3280 Bloor Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
The registered office of Educational Play Care Ltd. is 363 Main Street, 2nd Floor, Hartford, Connecticut 06095, USA.
The registered office for Edukids Inc is 3601 Seneca, Suite 200, West Seneca, New York 14224, USA.
The registered office Children’s House LLC, The Childrens House of Hebron LLC, The Childrens House of Union LLC, The Childrens House of Madisonville LLC is 11161 Montgomery Rd, Cincinnati, OH 45249.
The registered office of Cactus Preschool One, LLC, Cactus preschool III, LLC, Valley Child Care And Learning Center INC, Valley Child Care And Learning Center INC. #1005, Valley Child Care And Learning Center INC. #1006, Valley Child Care And Learning Center INC. #1007, Valley Child Care And Learning Center INC. #1008, Valley Child Care And Learning Center INC. #1009, Valley Child Care And Learning Center INC. #1010 is 21468 N. 75th Avenue, Glendale, AZ 85308.
The registered office of Kidz Ink I INC, Kidz Ink II INC, Kidz Ink III INC, Kidz Ink IV INC, Kidz Ink V INC, Kidz Ink VI INC is 1703 Porter Rd. Bear, DE 19701.
The registered office of Imagination Station is 12835 Broadway St, Alden, NY, 14004.
The registered office of Academy Inc., Aquarium Inc, Jamanda LLC is Passyunk Avenue, Philadelphia, PA 19147.
The registered office of LEAP INC, LEAP Two, and LEAP Four is 210 Marrett Road, Lexington, MA 02411.
The registered office of Kids world, Arizona Childrens Academy is 900 N.McQueen Rd, Chandler AZ 85244.
The registered office of SV Fairfield, LLC, SV Forest Park, LLC, SV Hamilton, LLC, SV Mt Healthy, LLC is 10920 Hamilton Ave, Cincinnati, OH 45231.
The registered office of Learn as you grow INC is in the County of Onondaga.
The registered office of The Malvern School is 20 Creek Road Glen Mills, PA 19342.
** Accounting period from 23rd August 2022 to 31st December 2023 due to acquisition of the entities.
*** Accounting period from 29th February 2023 to 31st December 2023 due to acquisition of the entity.
**** Accounting period from 23rd May 2023 to 31st December 2023 due to acquisition of the entities.
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