The directors present the strategic report for the year ended 31 December 2024.

Pittshanger Holdco Limited is the parent company for the Happy Days Nurseries Group, one of the largest regional chains of children's nurseries in the UK, currently with 29 settings and an operating capacity of over 2,300 places. It is the largest operator in Cornwall and has expanded across the Southwest.

Pittshanger Holdco Limited ("the Group") was operating 29 (2023: 14) of the Group's nurseries at the end of 2024 with capacity of over 2,300 places.

Strategy & Funding

Happy Days opened their first Nursery in 1991 and now operate 29 Nurseries throughout the Southwest, Southeast and Wales. We have an ambitious growth plan to expand our portfolio through organic new developments and acquisitions. At the Happy Days Group we pride ourselves on all our Nurseries offering inspiring childcare and education where every child shines.

Our Nurseries are designed and resourced to ensure children have access to safe, challenging, impactful and engaging inclusive high quality indoor and outdoor continuous provision that supports them to be active, curious and independent learners. The Happy Days unique, broad and ambitious “Where children shine” curriculum provides opportunities for all children to learn, explore and discover enabling them to have the best start in life. The curriculum values children as unique, strong and resilient individuals, recognising that play is a fundamental aspect of a child’s learning and development. Our curriculum reflects Happy Days mission and vision supporting all children to feel safe and secure. This enables children to thrive and meet their full potential and become strong and motivated learners for life, which will have a positive impact on their future success.

The Group's strategy is to extend its geographic footprint across the South, with the objective of more than doubling the size of the Group in 5 years by a combination of acquisitions and roll-out.

A re-financing was completed in July 2022, when funds managed by Zetland Capital (“Zetland") acquired a majority stake in the business. £12 million was invested by Zetland in loan stock at completion and debt facilities are in place with Zetland for a further £60 million for business expansion.

In recent years, the business has expanded through organic growth. The funding from Zetland now presents the opportunity to scale the business by acquisition at a much faster rate, alongside continued opening of new sites.

Banking facilities with Santander UK plc ("Santander") were also renewed in July 2022 for a five-year period till July 2027. A senior loan of £6 million remains in place and there is a growth capital facility of a further £1 million available for future use.

The investment structure used for Pittshanger Holdco is suited to an acquisition and roll-out strategy because the Zetland borrowing does not require payment of interest or repayment of debt until 2027.

Two new organic growth sites were opened in early 2024, "Verwood" in Dorset and "Yate" in South Gloucestershire.

In June 2024 we acquired Home Counties Nurseries and Day Care Limited, Toddletown Nursery and Daycare (Farnham) Limited, Toddletown Nursery and Daycare (Eastleigh) Limited, Mulberry Corner LLP, which increased the settings by 3 and capacity of 229.

In September we acquired Tiddlers Day Nursery Limited, one setting with a capacity of 93.

The final acquisition of 2024 was completed in October for R&J Care Limited with one setting and a capacity of 72.

Since 2014, the Group has established ten modern, high-quality nurseries, each offering between 70 and 100 places, in areas with strong demographic profiles. Of these, five sites were conversions of existing properties, while the remaining five were purpose-built facilities. The portfolio now spans key locations including Exeter, Bristol, Swindon, Poole, and Salisbury.

Trading Results for 2024

In 2024, the Group’s consolidated turnover increased by £10.0 million to £26.4 million.

This growth was driven primarily by the continued maturation of newly opened sites and the implementation of revised pricing strategies during the year.

The Group achieved an operating loss of £0.4m in 2024 (2023: operating loss of £4.8m).

Depreciation resulted in a charge against profit of £1.0m (2023: £0.7m) within administrative expenses. Before this non-cash flow item, the Group recorded an operating profit of around £0.3m in 2024 (2023: operating loss of £4.1m).

The net liabilities at the reporting date were £14.7m (2023: £10.9m) and the Group held cash of £4.2m (2023: £1.3m).

During 2024 the Group opened 2 new settings and acquired 5 settings. The business intends to continue to grow through acquisition and organic new developments.

Santander provides debt facilities, current accounts, deposit accounts and payment facilities to the Group.

Childcare is regulated in England by the Office for Standards in Education, Children's Services and Skills (Ofsted). Ofsted judgements on individual settings are a key measure of quality. All of the Group's nurseries that have been inspected were rated as either “Outstanding" or "Good” by Ofsted at 31 December 2024.

The Group manages key risks as follows:

Health & Safety

Health & safety is paramount in all aspects of the Group's activities, with strict policies & processes operated and regularly updated to ensure compliance with regulations.

Economy

The UK economy is experiencing a period of high inflation, experiencing cost and wage inflation and there is a risk of recession. We are managing the associated risks by carefully controlling costs, managing the portfolio of nurseries and maintaining forecasts.

Liquidity risk

Cash flow forecasts are maintained to ensure that the Group operates within its resources.

Customer credit risk

Customer credit risk is considered to be low and is managed through maximising payments in advance by direct debit and tax free childcare combined with credit control procedures.

Credit risk

The Group’s principal financial assets are bank balances, therefore the credit risk of the Group is low.

Cashflow

Majority of interest bearing liabilities are held at fixed rates to ensure certainty of cash flows.

Interest rate risk

Interest rates on Zetland loans to the company are fixed. Interest rates on Santander loans to the company are at Bank of England Base Rate plus a margin.

Regulatory risk

The nurseries are registered and regulated by Ofsted. Internal control procedures are in place to ensure high quality care and compliance with regulations.

Happy Days Nurseries opened its first nursery in 1991 and as of December 2023 operated 23 nurseries throughout the Southwest and Wales. With over thirty years of expert experience and an ethos to support children to become strong and motivated learners for life, the Group prides itself on providing a supportive childcare environment in which children are cherished and cared for to the highest standard. Pittshanger Holdco acquired the Happy Days Group of nurseries in July 2022 to enable the Group to grow: a further seven nurseries have been acquired since and one new nursery opened in 2024. This has broadened its geographical spread across the South and Southeast of England.

Our Mission: Inspiring childcare and education, where every child shines

Our Vision: To nurture every child to become a learner for life, enabling their future success

Our Values:

Support: We are committed to supporting all parents, colleagues and children

Honest: We promote an open, honest, ethical and transparent culture to our families and colleagues

Inspire: Our inspiring environments and curriculum, and investment in our staff development, enable our children to shine and secure their future success

Nurture: We nurture warm and trusting relationships which enable our children and colleagues to grow

Empower: We promote a culture of empowerment, supporting our children, colleagues and families to become stronger and more confident

Happy Days’s strategy is to grow the group into one of the Top 10 childcare providers in the country through organic growth and acquisition.

To achieve its strategic objectives the group requires robust mutually beneficial relationships with its stakeholders. As such it has benefitted from productive longstanding relationships with Local Authorities, Ofsted and key suppliers.

One critical success factor of the strategic plan is its relentless determination to achieve excellence in childcare: in the development of children in a caring and enjoyable environment: all nurseries are registered with Ofsted and all are rated either Good or Outstanding. Furthermore, the Group continues to invest in developing and training its staff to not only ensure compliance standards are exceeded but that a stimulating learning and caring environment is developed for children.

During 2024 the group has focussed on developing inter-generational activities within local communities and nurseries are encouraged to create links with local care homes. In addition, the Boogie Mites school readiness programme was launched to continue to enhance our ready for school programme.

During 2024 the group made the decision to align all staff terms and conditions which has increased holiday entitlements and aligned the treatment of leave for Christmas closure which is now gifted to all employees.

The Group is passionate about enabling our settings to be sustainable and socially responsible; along with fostering our children’s understanding, curiosity, and appreciation of their natural world, developing their awareness of the importance of environmental issues and sustainability. It is committed to supporting a variety of national and local charities throughout the year, as well as holding fund raising events for our nominated charity of the year. As part of this Happy Days continues to partner with the Children’s Hospice South West (CHSW) by supporting the annual Rainbow Run.

On behalf of the board

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

The principal activity of Pittshanger Holdco Limited ("the Company") continued to be that of a holding company.

The principal activity of the Company's subsidiaries continued to be the operation of childcare facilities. The Company and it's subsidiaries are referred to as "the Group".

The results for the year are set out on page 13.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Quality Indemnity provision

The Company has indemnified one or more directors of the company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third part indemnity provision was in force during the period and remains in place to the date of this report.

Where material for the assessment of the assets, liabilities, financial position and profit or loss of the Group, the directors have included comment on the financial risk management objectives and policies relevant by reference to the strategic report under principal risks and uncertainties.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the Group's performance.

The Boad understands that good governance and effective communication are essential on a day-to-day basis to deliver the Group’s Vison and to protect the Groups brand, reputation and relationships with all stakeholders including our parents, guardians and children, employees, suppliers and community.

Children, parents and guardians.

The Group continues to strive to put our children at the heart of our business. We want them to SHINE.

We communicate with our parents and guardians through various channels, using Apps such as IConnect and the Famly App. We also actively encourage the nurseries to build good working relationships with the parents and there is always a member of staff available for conversations.

The start of a parent/guardian’s journey is recorded in a CRM system (Flourish) and this is managed to ensure that no contact is missed, allowing us to send parent/guardian focused communication to parents centrally or from the nursery.

Employees

We have a workforce who are geographically based over a wide area from Cornwall, to Wales, Kent and Droitwich. This means that the approach to creating a one company feel among the employees demands a clear approach.

The People team have regular staff surveys and there are working groups to support communication across the Group.

Suppliers

Suppliers are managed on a Group level, with the relationships with key suppliers managed by the Heads of the relevant Department. Any significant issues with suppliers are raised with the Board.

Community

Each Happy Days nursery embeds itself into the local community supporting local events providing free stay and play and information events at nursery and forming strong links with local school, care homes and local businesses.

On 12th February 2025, the Group completed the acquisition of Koochy Koo Limited, a two-setting nursery in Portsmouth, Hampshire.

On 28th March 2025, the Group completed the acquisition of Juniors Childcare Limited, a four settings nursery in Tunbridge Wells, Tonbridge, Cranbrook and Boughton Monchelsea in Kent.

On the 28th August 2025, the Group completed the acquisition of Edward Bears Day Care Limited.

The costs of investment and value of net assets acquired at completion were:

The acquisitions were funded by a shareholder loan from Zetland Capital Partners LLP and the Santander loan.

The directors intend to continue the development of the Group's principal activities and are confident of the future financial performance of the Group.

Azets Audit Services were appointed as auditor to the Group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and Carbon Reporting

In accordance with the Companies Act 2006 and the Streamlined Energy and Carbon Reporting (SECR) regulations, the Group has assessed its obligations for energy and carbon disclosure.

For the financial year ended 31 December 2024, the Group has not included SECR disclosures within the consolidated accounts. This decision reflects the following considerations:

Subsidiary Exemptions: Energy and carbon data relating to all subsidiaries do not individually meet the SECR qualification thresholds—namely, they do not satisfy two or more of the following criteria: turnover of £36 million or more, balance sheet total of £18 million or more, or 250 or more employees. These entities are not required to report under SECR on a standalone basis, and their exclusion is consistent with the exemptions permitted under the Companies (Directors’ Report) and Limited Liability Partnerships (Amendment) Regulations 2018.

Group-Level Reporting: The Group has elected not to consolidate SECR disclosures at the group level, as the parent entity does not itself meet the SECR thresholds and is not otherwise required to report under the SECR framework.

Low Energy Usage: Certain entities within the Group fall below the 40,000 kWh annual energy consumption threshold and are therefore exempt from SECR reporting.

The Group remains committed to monitoring and improving its environmental performance across all operations, including those not subject to mandatory reporting. The Group remains committed to improving energy efficiency and reducing carbon emissions across the organisation.

The Group has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Group's strategic report information required by Schedule 7 to the Large and Medium-sized Companies and Group's Accounts and Reports Regulations 2008. true

Certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report. These matters relate to the business review and principal risks and uncertainties.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the Group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the Group is aware of that information.

The annual report and financial statements set out on pages 13 to 47, which have been prepared on the going concern basis, were approved by the board of directors on 26 September 2025, and were signed on its behalf by:

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) 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 Group and of the or of the Group for that period.

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Pittshanger Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

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

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 is available on the Financial Reporting Council’s website at: https://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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

There was no other comprehensive income for 2024 (2023: £Nil).

The notes on pages 20 to 47 form part of these financial statements.

The notes on pages 20 to 47 form part of these financial statements.

The notes on pages 20 to 47 form part of these financial statements.

As permitted by S408 Companies Act 2006, the Company has not presented its own statement of comprehensive income and related notes. The Company’s loss for the year was £19,554 (2023: £39,579 loss).

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The notes on pages 20 to 47 form part of these financial statements.

The notes on pages 20 to 47 form part of these financial statements.

Pittshanger Holdco Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Happy Days Nurseries Head Office, Chapel Town Business Park, Summercourt, Newquay, Cornwall, United Kingdom, TR8 5YA.

The group consists of the Company and all of its subsidiaries ("the Group").

Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken advantage of the exemption in section 408 of the Companies Act from presenting its individual profit and loss account.

Exemptions for qualifying entities under FRS 102

The Company is a qualifying entity for the purposes of FRS 102. The Company has taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated Group financial statements consist of the financial statements of the Company together with all entities controlled by the Company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the Group's financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The Group has access to finance facilities provided by the ultimate controlling entity, Zetland Special Situations Fund II SICAV-RAIF, which can be drawn down to support the Group’s acquisition strategy and to fund working capital needs. These facilities have a final repayment date of July 2027.

The Group has received a commitment from the ultimate controlling entity that it will continue to provide financial support to the Group, if required for a period of at least 12 months from the approval of these financial statements. In addition, confirmation has been received that the related party loan balances will not be recalled unless sufficient liquidity exists.

As at the reporting date the Group had net current liabilities of £464,875 (2023: £1,548,097), the directors consider they have sufficient access to funding to meet these liabilities when they fall due. As at the reporting date the balance outstanding on the related party loans was £Nil (2023: £20,829,930). As part of their assessment the directors have reviewed the financial projections, cash flow forecast and facilities available, to satisfy themselves that there is sufficient cash and headroom on loan covenants to support the going concern basis.

Based on this review the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

Turnover represents the total invoice value of nursery services provided during the year and is recognised through the Statement of Comprehensive Income. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group in the period in which the services are provided.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life (10 years).

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

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

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

Tangible fixed assets also comprise assets in the course of construction which are held at cost. Depreciation is due to commence when the assets are fully operational.

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

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's statement of financial position when the Group 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, which include debtors and cash and bank balances, are initially measured at transaction price less any impairments whereas loans receivable are initially measured at fair value net of transaction costs. Subsequently, basic financial assets are carried at amortised cost using the effective interest method.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were be sold at the statement of financial position date.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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

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

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

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

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight line basis.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Interest Income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

Finance costs

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

Exceptional income

Exceptional income is disclosed separately in the financial statements where necessary to do so to provide further understanding of the financial performance of the Group. This is income that is material either because of its size or nature, and is considered non-recurring. This is presented within the line item to which it best relates and reported separately as exceptional income.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors consider there to be no critical accounting estimates or judgements that are material to the Group.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The useful economic life of assets are determined based on management's judgement, considering the specific circumstances of the tangible assets and the expected period over which the assets will contribute to the entity's cash flows.

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

The Group has assessed whether at the reporting date that a provision is required in respect of the obligation stated in the lease to return a property to the original condition. The provision is based on an estimate of the cost required considering the condition and size of the property. The estimate of the provision is revisited at each reporting date.

The recoverable amount of goodwill is considered relative to the individual performance of the sites to which the goodwill relates. The net book value of goodwill at year end is £18,425,091 (2023: £10,249,354) and is stated after an impairment of £Nil (2023: £350,000).

In determining whether or not an impairment provision is required, the directors take into account a variety of factors such as the expected use of the acquired business, and the expected useful life of the cash generating units to which the goodwill is attributed.

The turnover of the Group is generated from its principal activity. The directors consider there to be only one geographical market, the United Kingdom.

Property related restructuring income relates to profit on sale of the leasehold property from a Group company.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 9 (2023 - 7).

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

All subsidiaries have claimed exemption from audit under s479A of the Companies Act 2006 (see note 26).

See note 26 for details regarding the acquisition of subsidiary undertakings.

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

See note 20 for details regarding obligations under finance leases.

See note 19 for details regarding bank loans and other borrowings and see note 20 for details regarding obligations under finance leases.

Bank loans falling due after more than one year includes £6,373,586 (2023 as restated: £6,751,729) relating to senior debt facilities. This amount is secured by fixed and floating charges over the undertaking, all property and all assets present and future of H. Days Holdings Limited, a subsidiary within the Group. The loan is interest bearing at a margin of 5% (2023: 5%) above the Bank of England base rate per annum and has capital repayments falling due from July 2025, accrued interest falls due July 2027. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid.

A further growth capital facility of £1,000,000 is available for future investments which at the period end remained undrawn. A commitment fee of 1.75% per annum calculated is calculated on a quarterly basis and compounded quarterly, where unpaid which at the period end amounted to £3,212 (2023: £3,212). When drawn, this amount will be interest bearing at a margin of 5-10% above the Bank of England base rate per annum depending on the level of leverage facilitated.

Loans from related parties falling due after more than one year of £34,535,204 (2023: £20,829,930) relates to an interest bearing loan agreement provided by a related party of the Group. This amount is unsecured, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid.

Finance lease obligations relate to assets held under hire purchase contracts that are on a fixed repayment basis and are secured against the assets they relate to.

The directors have estimated the cost of restoration where the property leases for group companies contain an obligation to return the property to its original condition.

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions to the defined contribution pension scheme are expected to be settled wholly within 12 months of the reporting period. At the year end contributions of £68,479 were outstanding.

A Ordinary Shares and B Ordinary Shares rank pari passu in respect of the distribution of income and the rights to receive dividends.

A Ordinary Shares have full voting rights, are entitled to the appointment of directors and are entitled to receive capital in accordance with the articles. These shares are not redeemable.

B Ordinary Shares have voting rights, are entitled to receive capital in accordance with the articles. Class rights attached to these shares can be abrogated capital in accordance with the articles.

The share premium account represents the excess of proceeds received from the issue of shares over their nominal value.

The profit and loss reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

On 28 June 2024 the group acquired the issued capital of Home Counties Nurseries and Day Care Limited.

On 28 June 2024 the group acquired the issued capital of Toddletown Nursery and Daycare (Farnham).

As diclosed in note 14, the Company's subsidiaries listed have taken advantage of the exemption from audit available under section 479A of the Companies Act 2006. As a condition of the exemption, all outstanding liabilities as at the year end for these subsidiaries are guaranteed by the Company until there are settled in full.

H. Days Holdings Limited, a subsidiary within the Group, and their subsidiaries are party to cross guarantees given in respect of certain bank borrowings between H. Days Holdings Limited and Santander UK PLC, providing access to a senior loan facility of £6,000,000 and a growth capital facility of £1,000,000, which at the period end amounted to £5,891,525 (2023: £6,004,504). This guarantee is secured by fixed and floating charges over the undertaking, all property and assets present and future including land, shares and securities, intellectual property, investments, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances of H. Days Holdings Limited.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 12th February 2025, the Group completed the acquisition of Koochy Koo Limited, a two-setting nursery in Portsmouth, Hampshire.

On 28th March 2025, the Group completed the acquisition of Juniors Childcare Limited, a four settings nursery in Tunbridge Wells, Tonbridge, Cranbrook and Boughton Monchelsea in Kent.

On the 28th August 2025, the Group completed the acquisition of Edward Bears Day Care Limited,a one setting nursery in Cirencester.

The costs of investment and value of net assets acquired at completion were:

The acquisitions were funded by a shareholder loan from Zetland Capital Partners LLP and the Santander loan.

Transactions between group companies, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

The company has taken advantage of the exemption available under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

Advances or credits have been granted by the group to its directors as follows:

The immediate parent company is ZSSF ll RA Holdings S.a.r.l., a company registered in Luxembourg.

The directors of Pittshanger Holdco Limited consider the ultimate controlling entity to be Zetland Special Situations Fund II SCSp SICAV-RAIF, a company registered in Luxembourg and the ultimate controlling party to be A Hamdani.

During the year, an error was identified relating to the accounting treatment for the interest expense arising from the Santander Loan in H. Day Holdings Limited. The variable loan terms had not been correctly reflected resulting in a misstatement of the loan balances, related interest charges and retained earnings. The prior year figures have been restated to correct this error. The adjustment has no impact on cashflows but affects the presentation of loan borrowings, finance costs and opening reserves.