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Registered number: 08738838
EAGLE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EAGLE TOPCO 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 TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their strategic report for the year ended 31 December 2024.
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 Company made a profit for the financial year of £95,612,000 (2023 - profit of £39,000), the increase in the profit from the prior year is a result of a dividend recieved from Eagle Holdco Limited of £94.6m (2023: £nil). Shareholder’s funds were £29,856,000 at 31 December 2024 (2023 - funds of £2,534,000). The majority of the increase in Shareholder's funds is a result of the dividend recieved from Eagle Holdco Limited of £94.6m, less the repurchase of shares from Management of £72.6m.
During the year, a shareholder exit event was completed whereby new third party debt was raised by the Group. The proceeds from the new third party debt were used to provide funding for an exit of retiring management shareholders of the Group as well as providing partial liquidity to continuing management and investors. To facilitate this, a new entity was incorporated, Eagle Newco Limited, which is an indirect subsidiary of the Company. The proceeds from the third party debt was used to repay managment shareholders in the Company. A number of corporate reorganisation steps were undertaken as part of this process:
∙Eagle Holdco Limited declared a dividend to the Company a dividend of £94.6m, (2023: £nil) of which, £72.4m was settled in cash.
∙The Company issued one deferred bonus share for £27.0m, utlising unrealised profits and then undertook a capital reduction of this deferred bonus share and its share premium of £6.9m for a total of £33.9m.
∙798,509 of ordinary share capital and 12,000 of preference share capital in the Company were repurchased from Management. The ordinary share capital was repurchased at a price of £91 per share, amounting to £72.6m. The preference share capital was repurchased a par value of £1, plus accumulated interest of £30,000.
Following this process, the Renumeration Committee approved a new long-term incentive plan ("2024 LTIP"). The overriding objective of the 2024 LTIP is to incentivise the management team and to align their goals and rewards to those of the existing shareholders. The intention was to achieve this by linking their reward to the growth in value of the overall business. As part of this, 3,083,392 of £0.01 ordinary share capital was issued at £1. The shares issued under this incentive plan are considered to be share options and consequently, a share based payment reserve has been established in the Company, reflecting the expected value and number of shares expected to vest under this incentive scheme, with an amount of £1.2m recognised in the year.
It is expected that the Company will continue to act as an investment holding company and provide management services 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, a summary of which is provided in the Group business review.
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EAGLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Operational and financial performance for the Group has been strong during 2024. 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 locations 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.
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.
Definitions for performance measures used to assess Group performance are defined in the financial statements of Eagle Superco 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 £100.0m 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 has taken 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.
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EAGLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR 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.
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 Directors maintain 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 was completed whereby new third party debt was raised by the Group, further detail of which is included within this report.
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.
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 Directors are 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 and employees of the Group embedded into the Company’s operations.
f. Acting fairly as between members of the Company
The Directors aim 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.
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EAGLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company (continued)
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.
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 other group companies. Any impairment arising on these is recognised based on comparisons to the recoverable amount and solvency/liquidity of these undertakings. The Directors have made an assessment and concluded that the Company’s receivables are not credit impaired
Liquidity Risk
The Company’s funding requirements are under constant review. All funding is through senior loan notes or external bank borrowings on a long term loan basis. The Company recovers intercompany loans and interest from subsidiaries as necessary to support funding requirements.
Currency Risk
The Company is exposed to currency risk in relation to external bank borrowings denominated in euros. In order to manage foreign exchange movements in relation to the additional euro debt the Group borrowed, the Company made an investment in its European holding company, Eagle Target 7 Limited of £37.5m in 2023 and received an intercompany loan from a subsidiary of Eagle Target 7 Limited, Eagle Target 9 Limited.
In addition to the above company specific risks, 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.
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EAGLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
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.
∙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.
We do not believe there is any short-term material risk to either our customer base, our workforce or our supply chain other than those described separately above.
Other key performance indicators
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None
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 TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £95,612 thousand (2023 - £39 thousand).
The Directors do not recommend payment of a final dividend (2023 - £nil). No dividend has been paid since the year end.
The Directors who served during the year and up to the date of this report were:
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S A Irons (resigned 7 July 2025)
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M J Randles (resigned 24 October 2024)
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Jean-Charles Douin (resigned 25 September 2024)
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N J Jansa (appointed 25 September 2024)
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R Roger (appointed 31 March 2025)
P D Gowers (appointed 7 July 2025)
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 year and remain in force at the date of this report. The provisions made by the Company are in force for the benefit of one or more directors of associated companies.
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 18 for further details.
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EAGLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
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There have been no significant events affecting the Company. The signifcant events affecting the Group are:
∙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 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.
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EAGLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
Deloitte LLP are deemed to be reappointed as the Company's auditor s487(2) of the Companies Act 2006
This report was approved by the board and signed on its behalf.
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EAGLE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR 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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TOPCO LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of EAGLE TOPCO LIMITED (the 'company'):
∙give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
∙have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements which comprise:
∙the profit and loss account;
∙the statement of income and retained earnings;
∙the balance sheet; and
∙the related notes 1 to 18 and appendix 1.
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.
We have nothing to report in this regard.
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EAGLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TOPCO LIMITED
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 TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TOPCO 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 year 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 TOPCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income for the year
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Total comprehensive income for the year
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All amounts relate to continuing activities. There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account. As such, no separate statement of other comprehensive income is presented.
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The notes on pages 16 to 36 form part of these financial statements.
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Appendix 1 forms part of these financial statements.
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EAGLE TOPCO LIMITED
REGISTERED NUMBER: 08738838
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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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 36 form part of these financial statements.
Appendix 1 forms part of these financial statements.
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EAGLE TOPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Share based payment reserve
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Profit and comprehensive income for the year
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Profit and comprehensive income for the year
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Contributions by and distributions to owners*
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Share capital issued during the year
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Shares capital issued during the year
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Share capital and share premium capital reduction during the year
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Shares capital and share premium capital reduction during the year
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Purchase of own share capital and preference share capital
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Purchase of own share capital and preference share capital
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Share based payments issued in the year
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The notes on pages 16 to 36 form part of these financial statements.
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Appendix 1 forms part of these financial statements.
*Please refer to note 14 for details of transactions in share capital, share premium, capital reserve and profit and loss account.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Eagle Topco 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 on page 8.
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 judgement in applying the Company's accounting policies (see note 3).
Accounting policies have been applied consistently.
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 registered offices of these companies.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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.
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 its 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 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.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Going concern (continued)
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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.
As at 31 December 2024 the Company has Net current assets of £2,116,000 (2023:- £1,822,000) and Net assets of £29,856,000 (2023 - £2,534,000). 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 the 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.
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.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Interest income is recognised in profit or loss using the effective interest method.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Dividends recieved or recievable from subsidaries are recognised as other operating income in the profit and loss account in the period they are declared.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the group’s estimate of the number of equity instruments that will eventually vest.
At each reporting date, the Company revises its estimate of the value of the equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
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Judgements 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.
There were no critical judgements, or key sources of estimation uncertainty 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.
The fees payable to the Company’s auditor for the audit of the Company’s annual financial statements of £20,000 (2023 - £13,000), there were £nil (2023 - £nil) non audit fees. Audit fees were borne by another group company. The Company had no employees in the current or preceding year.
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Dividends recieved from subsidiary
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).
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During the year, the Renumeration Committee of the Company approved the 2024 LTIP. The overriding objective of the 2024 LTIP is to incentivise the management team and to align their goals and rewards to those of the existing shareholders. To achieve this, the 2024 LTIP links the management team’s reward to the growth in value of the overall business. A new class of shares in the Company have been issued to management. If the future growth in value of the Group meets a pre-determined ‘hurdle’, and management remain within employment of the Group, then the new class of shares allow the management team to participate in the value of the Group, via these shares, at a shareholder exit event; there is no vesting period for the new class of share.
A total of 3,083,381 new shares in the Company were issued to the management team in the year and all of these remain issued to the management team as at 31 December 2024, (2023: nil). The management team granted these shares are employed by a number of the Group’s subsidiaries. Due to the conditions attached to these shares, these are considered to be equity-settled share-based payment transactions with employees. The Group is required to recognise the cost of these shares, being the value of services provided by the management team, over the period from when the shares were issued until a shareholder exit event.
In order to do this a fair value of the shares at issue date has been estimated indirectly using an option pricing valuation of the shares issued. The fair value was determined by reference to a range of potential values of the Group at a future shareholder exit event which is derived based on the potential EBITDA of the Group and potential valuation multiple. No dividends are expected to be paid on the shares issued and therefore these have not been incorporated into the measurement of fair value. It has been assumed that all of the management team issued the shares will remain employed by the Group until a shareholder exit event. The difference between the fair value of the shares at issue date and the issued value of the shares, multiplied by the number of shares issued, has been assessed as the cost to the Group of the services provided by the management team. The Group has made an assessment of when a shareholder exit event may occur in the future based on weighted average probabilities for timing and this has been used to determine the period over which the cost to the Group should be recognised.
The cost to the Group in the year is £1.2m (2023: £nil). These costs have been recognised in the subsidaries of the Company which employee the relevant members of the management team. A corresponding intercompany recievable has been recognised in the Company for these costs and a share based payment reserve has been established.
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Interest receivable from group companies
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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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Preference share coupon payable
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Current tax on profits for the year
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
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Factors affecting tax charge for the year
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The standard rate of corporation tax in the UK of 25.00% (2023: 23.52 %). The differences are explained below:
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Profit before tax multiplied by standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
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Expenses not deductible for tax purposes
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Total tax charge for the year
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Factors that may affect future tax charges
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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 TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Share in group undertakings
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Amounts owed by group undertakings
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Net increase in amounts receivable
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The increase in amounts receivable relates to an increase in the amounts owed by group undertakings. During the year, Eagle Holdco Limited declared a dividend to the Company of £94.6m, of which, £72.4m was settled in cash, the amount of dividend which remains unpaid accounts for the majority of the increase in amounts owed by group undertakings in the year.
There is no repayment date attached to the loans owed by group undertakings or the amounts owed by group undertakings. These amounts are not expected to be settled by repayment within 12 months of the balance sheet date and therefore these amounts have been classified as Investments, within Fixed assets. There is no intention for settlement of the amounts owed by group undertakings to occur in the foreseeable future. There are no indicators or impairment in relation to the Company’s investments. The interest rate on amounts owed by group undertakings is 12.5% (2023 - 12.5%). A full listing of subsidiaries at 31 December 2024 is provided in the appendix.
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Amounts due within one year:
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The other debtors balance is both current and prior years relates to unpaid share capital which is due from members of the Company’s long-term incentive programme, including the 2024 LTIP, which are employees of the Group. This amount includes £427,000, (2023: £722,000) due from Directors of the Company which is considered to be a related party transaction. These interest free loans are repayable over 10 years or on an exit by the investors of the Group. No outstanding loan amounts have been waived or written off in the current or prior year.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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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Accruals and deferred income
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There is no repayment date attached to the amount owed to group undertakings. Of the amount owed to group undertakings, an amount of £648,000 (2023: £11,000 debtor balance) attracts an interest rate of 12.5% (2023: 12.5%).
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Creditors: Amounts falling due after more than one year
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The preference shares accrue interest at 12.5% (2023: 12.5%), which is rolled up annually. The preference shares have no fixed redemption date and are treated as a financial liability as there is a contractual obligation to deliver a fixed or determinable amount to the holders of the preference share on redemption.
During the year, 12,000 of preference share capital of £1, plus interest of £30,000 was repurchased from management preference share holders. The preference share capital repurchased was transferred to the Capital redemption reserve.
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Allotted, called up and fully paid
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14,277,972 (2023 - 11,993,100) Ordinary shares shares of £0.01 each
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14.Share capital (continued)
During the year the following transactions were completed:
Share capital issued during the year
The Company issued one deferred bonus share for £27.0m, utilising unrealised profits from its profit and loss account.
Subsequent to the steps listed below, 3,083,392 of £0.01 ordinary share capital was issued by the Company during the year for £1 as part of the 2024 LTIP, further details on the conditions of these shares is provided in note 6.
Share capital and share premium capital reduction during the year
The Company undertook a capital reduction of the one deferred bonus share issued during the year (above) and the balance on it's share premium at the time of £6.9m. This totalled £33.9m, resulting in an increase in the profit and loss account of £33.9m.
Purchase of own share capital and preference share capital
798,509 of ordinary share capital and 12,000 of preference share capital in the Company were repurchased from Management utilising the Company's profit and loss account. The ordinary share capital was repurchased at a price of £91 per share, amounting to a total cost to the Company of £72.6m.
The preference share capital was repurchased at a par value of £1, plus accumulated interest of £30,000. The 798,509 of ordinary share capital and 12,000 of preference share capital in the Company repurchased from Management and transferred to the Capital redemption reserve.
15.Other financial commitments
The Company had no capital commitments at 31 December 2024 (2023 - £nil).
The Company had no annual commitments under non cancellable operating leases in either the current or prior year.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 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. 289,651 of the ordinary share capital in the Company repurchased from Management as disclosed in note 14, was repurchased from key management personnel of the Company. In previous periods the key management personnel of the Company, were granted interest free loans in relation to their purchase of the equity from the Company. The interest free loans are repayable over 10 years or on an exit event by the investors of the Company. No outstanding loan amounts have been waived or written off in the current or prior year.
The Company has loan balances with key management personnel as follows:
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Outstanding loans at 1 January
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Outstanding loans at 31 December
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Post balance sheet events
|
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.
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|
EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company’s immediate parent company and ultimate parent undertaking is Eagle Superco Limited. The largest and smallest group into which the Company is consolidated is Eagle Superco Limited, a company incorporated in the United Kingdom and registered in England and Wales. The consolidated financial statements of Eagle Superco Limited can be obtained from the Company’s registered address at Busy Bees, Shaftsbury 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 TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Appendix 1: Investments held as non-current assets
|
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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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 TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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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|
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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
|
|
|
|
|
|
|
AGAPE CHILD CARE (CCK) PTE. LTD.
|
|
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|
AGAPE CHILD CARE (SK) PTE. LTD.
|
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|
AGAPE CHILD CARE (JW) PTE. LTD.
|
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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
|
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|
|
SPRING BRAINY KIDZ (BUKIT BATOK) PTE. LTD
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SPRING BRAINY KIDS (POTONG PASIR) PTE. LTD
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SPRING BRAINY KIDS (SIMS) PTE. LTD
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SPRING BRAINY KIDS GROUP PTE. LTD
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|
Tadika Peter & Jane Sdn Bhd
|
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|
Children’s Studio Sdn Bhd
|
|
|
Management services/ holding company
|
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|
|
Tadika The Children’s House Sdn Bhd
|
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|
|
|
|
The Montessori Place Sdn Bhd
|
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|
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|
|
|
EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Dika Interrnational Sdn Bhd
|
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|
Busy Bees Consultancy JSC
|
|
|
Management services/ holding company
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|
Management services/ holding company
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|
Just Kids Education and Entertainment Joint Stock Company
|
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|
|
Busy Bees India Pvt. Ltd.
|
|
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|
|
Busy Bees Australia Holding Pty Ltd
|
|
|
Management services/ holding company
|
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|
|
Busy Bees Australia Bidco Pty Ltd
|
|
|
Management services/ holding company
|
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|
|
Busy Bees Early Learning Australia Pty Ltd
|
|
|
Management services/ holding company
|
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|
|
Busy Bees Australia Training Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Australian Child Care Career Options (ACCO) Pty Ltd
|
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|
Busy Bees Australia Operations Pty Ltd
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|
Think Childcare Pty Limited
|
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|
FEL Child Care Centres 1 Pty Ltd
|
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FEL Child Care Centres 2 Pty Ltd
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FEL Child Care Centres 3 Pty Ltd
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FEL Child Care Centres 4 Pty Ltd
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FEL Child Care Developments Pty Ltd
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|
Maragon Australia Pty Ltd
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Busy Bees Wyndham Vale Pty Ltd
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Busy Bees Cranbourne Pty Ltd
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Busy Bees Killarney Heights Pty Ltd
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Busy Bees Lane Cove Pty Ltd
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Busy Bees Maroubra Pty Ltd
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Busy Bees Panania Pty Ltd
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Busy Bees Sandringham Pty Ltd
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Busy Bees Williams Landing Pty Ltd
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|
Baker Street Childcare Education Pty Ltd
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|
Think Childcare ESOP Holding Company Pty
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Edhod Greensborough Pty Ltd
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Elements Learning Pty Ltd
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Elements Learning Geelong West Pty Ltd
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Elements Learning Torqay Pty Ltd
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Elements Learning Warralily Pty Ltd
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|
Busy Bees Australia Employer Pty Ltd
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LEA Childcare Services Pty Ltd
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Airport West 3042 Think Pty Ltd
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|
|
Kilburn 5084 Think Pty Limited
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|
Bayswater North 3153 Think Pty Ltd
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Shepparton 3630 Think Pty Ltd
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Maitland 2320 Think Pty Ltd
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Narre Warren South 3805 Think Pty Ltd
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|
Seven Hills 2147 Think Pty Ltd
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|
Noarlunga Downs 5168 Think Pty Ltd
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|
Salisbury Downs 5108 Think Pty Ltd
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Think Childcare Moorabbin Pty Ltd
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Think Childcare Belmont Pty Ltd
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Think Childcare Management Pty Ltd
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Yanchep 6035 Think Pty Ltd
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Think Childcare 6069 Pty Ltd
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Think Childcare Services No. 1 Pty Ltd
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Childcare Management Services Pty Ltd
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Think Childcare Moorabbin Pty Ltd
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Think Childcare Belmont Pty Ltd
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Think 2 Georges Hall Geor Pty Ltd
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Think 2 Brookvale Pit Pty Ltd
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Think 2 Campbelltown bro Pty Ltd
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Think 2 Grays Point Gra Pty Ltd
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Think 2 Amaroo Mor Pty Ltd
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Think 2 Tamworth Wir Pty Ltd
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Think 3 Altona Meadows Poi Pty Ltd
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Think 3 Bentleigh East Che Pty Ltd
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Think 3 Byford Cov Pty Ltd
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Think 3 Coburg North Eli Pty Ltd
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Think 3 Donvale Spr Pty Ltd
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Think 3 Grovedale Bai Pty Ltd
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Think 3 Hartington Gle Pty Ltd
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Think 3 Dandenong Can Pty Ltd
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Think 3 Lalor Hig Pty Ltd
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Think 3 Sunshine West Ral Pty Ltd
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Think 3 Truganina Sam Pty Ltd
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Think 3 Montrose Lei Pty Ltd
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Think 3 Moonee Ponds Mcp Pty Ltd
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Think 3 Ormond Kat Pty Ltd
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Think 3 Port Melbourne Ing Pty Ltd
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Think 3 Prahran Don Pty Ltd
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Think 4 Woolloongabba May Pty Ltd
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Think 5 Crittenden Smi Pty Ltd
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Think 5 Golden Grove Ten Pty Ltd
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Think 5 Kensington Park Mag Pty Ltd
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Think 5 Wandana Gil Pty Ltd
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Think 6 Baldivis Bor Pty Ltd
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Think 6 Beeliar Dur Pty Ltd
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Think 6 Carlisle Wes Pty Ltd
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Think 6 Caversham Bod Pty Ltd
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Think 6 Grove Joo Pty Ltd
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Think 6 Hocking Nic Pty Ltd
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Think 6 Lakelands Bar Pty Ltd
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Think 6 Padbury For Pty Ltd
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Think 6 Perth Geo Pty Ltd
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Think 6 Willetton Cam Pty Ltd
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Think Childcare 6069 Pty Ltd
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Think Childcare 6110 Pty Ltd
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Think Childcare Management Pty Ltd
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Craigieburn 3064 Think Pty Ltd
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Think 3 Rowville Lakes Sup Pty Ltd
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Busy Bees NZ Bidco Limited
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Management services/ holding company
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Provincial Education Group Limited
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Management services/ holding company
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Management services/ holding company
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Eagle Target Ireland Holdings Limited
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Management services/ holding company
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Giraffe Childcare Limited
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Busy Bees Italy Holdings S.r.l
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Management services/ holding company
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Isola dell’Infanzia s.r.l
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Pineta in Crescendo S.r.l.
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BrightPath Early Learning Inc
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Management services/ holding company
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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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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
Arizona Childrens Academy
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Management services/ holding company
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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.
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EAGLE TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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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