Caseware UK (AP4) 2025.0.111 2025.0.111 2025-09-302025-05-292024-05-112024-05-312024-05-312025-05-292024-05-112024-05-312024-05-312026-05-112026-05-112025-09-302026-05-112025-09-302026-05-11false22024-05-11falseNo description of principal activityfalsefalse 15714524 2024-05-10 15714524 2025-09-30 15714524 2024-05-11 2025-09-30 15714524 2023-10-01 2024-05-10 15714524 1 2024-05-11 2025-09-30 15714524 d:Director1 2024-05-11 2025-09-30 15714524 d:Director1 2025-09-30 15714524 d:Director2 2024-05-11 2025-09-30 15714524 d:Director2 2025-09-30 15714524 d:Director3 2024-05-11 2025-09-30 15714524 d:Director3 2025-09-30 15714524 d:Director4 2024-05-11 2025-09-30 15714524 d:Director4 2025-09-30 15714524 d:Director5 2024-05-11 2025-09-30 15714524 d:Director5 2025-09-30 15714524 d:Director6 2024-05-11 2025-09-30 15714524 d:Director6 2025-09-30 15714524 d:Director7 2024-05-11 2025-09-30 15714524 d:Director7 2025-09-30 15714524 d:RegisteredOffice 2024-05-11 2025-09-30 15714524 c:Buildings 2024-05-11 2025-09-30 15714524 c:Buildings c:LongLeaseholdAssets 2024-05-11 2025-09-30 15714524 c:Buildings c:ShortLeaseholdAssets 2024-05-11 2025-09-30 15714524 c:PlantMachinery 2024-05-11 2025-09-30 15714524 c:MotorVehicles 2024-05-11 2025-09-30 15714524 c:FurnitureFittings 2024-05-11 2025-09-30 15714524 c:ComputerEquipment 2024-05-11 2025-09-30 15714524 c:PatentsTrademarksLicencesConcessionsSimilar 2024-05-11 2025-09-30 15714524 c:Goodwill 2024-05-11 2025-09-30 15714524 c:CurrentFinancialInstruments 2025-09-30 15714524 c:CurrentFinancialInstruments c:WithinOneYear 2025-09-30 15714524 c:ShareCapital 2024-05-11 2025-09-30 15714524 c:ShareCapital 2025-09-30 15714524 c:SharePremium 2024-05-11 2025-09-30 15714524 c:SharePremium 2025-09-30 15714524 c:RetainedEarningsAccumulatedLosses 2024-05-11 2025-09-30 15714524 c:RetainedEarningsAccumulatedLosses 2025-09-30 15714524 d:OrdinaryShareClass1 2024-05-11 2025-09-30 15714524 d:OrdinaryShareClass1 2025-09-30 15714524 d:FRS102 2024-05-11 2025-09-30 15714524 d:Audited 2024-05-11 2025-09-30 15714524 d:FullAccounts 2024-05-11 2025-09-30 15714524 d:PrivateLimitedCompanyLtd 2024-05-11 2025-09-30 15714524 c:Subsidiary1 2025-09-30 15714524 c:Subsidiary1 2024-05-11 2025-09-30 15714524 c:Subsidiary1 1 2024-05-11 2025-09-30 15714524 d:Consolidated 2025-09-30 15714524 d:ConsolidatedGroupCompanyAccounts 2024-05-11 2025-09-30 15714524 2 2024-05-11 2025-09-30 15714524 4 2024-05-11 2025-09-30 15714524 6 2024-05-11 2025-09-30 15714524 c:SpecificBusinessCombination1 2024-05-11 2025-09-30 15714524 c:SpecificBusinessCombination1 2025-09-30 15714524 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2025-09-30 15714524 c:SpecificBusinessCombination1 c:Non-currentFinancialInstruments 2025-09-30 15714524 c:SpecificBusinessCombination2 2024-05-11 2025-09-30 15714524 c:SpecificBusinessCombination2 2025-09-30 15714524 c:SpecificBusinessCombination2 c:CurrentFinancialInstruments 2025-09-30 15714524 c:SpecificBusinessCombination2 c:Non-currentFinancialInstruments 2025-09-30 15714524 e:PoundSterling 2024-05-11 2025-09-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 15714524









CHALK NURSERY HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2025

 
CHALK NURSERY HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
David Lockhart (appointed 4 November 2024, resigned 16 April 2025)
Sumeer Aggarwal (appointed 29 May 2025, resigned 2 February 2026)
Jonathan Simon (appointed 11 May 2024)
Hannah Kenny-Allen (appointed 12 June 2025)
Sinead Johnson (appointed 31 May 2024)
Christopher Jessop (appointed 4 November 2024)
Elisabeth Harnden (appointed 31 May 2024)




Registered number
15714524



Registered office
10 Lower Thames Street

London

EC3R 6AF





 
CHALK NURSERY HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10
Company balance sheet
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 39


 
CHALK NURSERY HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Introduction
 
Chalk Nursery Holdings Limited was incorporated on 11 May 2024. The Company operates as a holding entity, providing strategic direction, governance, and financial oversight to its portfolio of nursery operating subsidiaries. The principal activity of the Group is the provision of high-quality early years education.

Business Review and Future Developments
 
During the period, the Group advanced its expansion strategy within the Early Years Education sector, completing two acquisitions encompassing a total of eight nursery settings. These acquisitions were funded through debt finance provided by the Company’s primary shareholder.

Looking ahead, the Group will continue to evaluate suitable market opportunities in support of its growth strategy. Alongside expansion, the Group remains committed to sustained investment in the quality of care and education delivered across its settings, with the objective of achieving the best possible outcomes for children and families.

Principal Risks and Uncertainties

As a non-trading holding company, Chalk Nursery Holdings Limited is exposed to limited direct operational risk. However, the Company’s financial performance and position are dependent on the results and financial health of its subsidiaries. The principal risks faced by the Group are outlined below.

Reputational Risk and Regulation
 
Early years nurseries operating in England and Wales are subject to regulation and inspection by Ofsted, who assess compliance with standards relating to safeguarding, quality of care, and the learning environment. Adverse inspection outcomes could negatively affect the Group’s reputation and occupancy levels at individual nursery settings.

The Group maintains comprehensive policies, procedures, and internal review processes to support ongoing compliance with regulatory requirements. Quality assurance is monitored through regular internal audits and continued operational oversight. Ongoing investment in staff training and development supports consistent service delivery and quality standards across all settings. New software has been put in place to aid monitoring of incidents. 

Business Interruption

The Group carries out regular assessments of its nursery premises to ensure they remain safe, compliant, and fit for purpose. Any identified issues are addressed promptly to minimise the risk of disruption to operations. Appropriate insurance cover is maintained to mitigate the financial impact of significant business interruption events. 

Credit and Liquidity Risk
 
Credit risk primarily relates to fees receivable from parents and funding received from Local Authorities. This risk is mitigated by the strong credit profile of Local Authorities which formed 33% of the Group’s income in the period. The Group has established procedures for monitoring receivables and focuses on timely collection. The risk is further mitigated by parents paying in advance.

Liquidity risk refers to the possibility that the Group may be unable to meet its financial obligations as they fall due. This risk is managed through regular financial planning and the preparation of cash flow forecasts, which take account of trading performance, working capital needs, and planned capital expenditure.

Cash balances are held in readily accessible accounts and are reviewed on an ongoing basis to ensure sufficient liquidity to support operational requirements. As the Group continues to expand, it will regularly assess its
Page 1

 
CHALK NURSERY HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

funding needs and, where appropriate, secure additional facilities to support working capital requirements.

Macroeconomic Factors and Competiton
 
The Group operates within a sector facing ongoing cost pressures, including wage inflation and increases in operating expenses. There is a risk that increases in nursery fees may not fully offset these cost increases, potentially impacting margins and the level of reinvestment achievable across the estate.

The Group closely monitors pricing to remain competitive while supporting the recruitment and retention of suitably qualified staff. Funding rates set by the Department for Education and administered by Local Authorities are beyond the Group’s control; however, these are monitored as part of the Group’s wider financial planning process.

The Group operates in competitive regional childcare markets. This risk is mitigated through maintaining strong inspection outcomes, a continued focus on parent satisfaction, and sustained investment in facilities and workforce development. The availability of appropriately qualified staff remains a key consideration, and the Group continues to prioritise recruitment, training, and retention initiatives to ensure adequate staffing levels across all settings.

Key Performance Indicators
 
Given the Company’s role as a holding entity, the directors primarily monitor performance using Group-wide financial and operational metrics generated by the nursery subsidiaries.

The directors consider the Group’s key performance indicators to be those that reflect financial performance and demonstrate the ongoing quality of provision across the Group. These include turnover and EBITDA before exceptional items. EBITDA is calculated as operating profit before exceptional expenses, depreciation and amortisation.

Key Performance Indicator                         £

Turnover                              12,592,244  
Gross Profit                         5,400,930 
EBITDA                               1,992,551

In addition to the above, the directors monitor staff cost percentages and a range of non-financial KPIs, including occupancy levels, staffing metrics, and marketing performance. These indicators provide insight into operational effectiveness, capacity utilisation, and the alignment of staffing levels to demand. Collectively, they enable effective performance monitoring and support the achievement of the Group’s financial and operational objectives.

Post balance sheet events
 
Subsequent to the period end, the Group has completed the acquisition of Logan Road Day Nursery Limited.


This report was approved by the board on 11 May 2026 and signed on its behalf.



Sinead Johnson
Director

Page 2

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

The directors present their report and the financial statements for the period ended 30 September 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The group falls within the qualifying conditions under section 475 of the Companies Act 2006 and is subject to audit. All subsidiary companies have claimed exemption from audit under sections 479A–479C of the Companies Act 2006 for the financial year. Chalk Nursery Holdings Limited, as parent undertaking, has given guarantees under section 479C of the Companies Act 2006 in respect of all such subsidiaries, including both direct and indirect subsidiaries.

Results and dividends

The loss for the period, after taxation, amounted to £3,060,879.

The director does not recommend the payment of a dividend for the period.

Directors

The directors who served during the period were:

David Lockhart (appointed 4 November 2024, resigned 16 April 2025)
Sumeer Aggarwal (appointed 29 May 2025, resigned 2 February 2026)
Jonathan Simon (appointed 11 May 2024)
Hannah Kenny-Allen (appointed 12 June 2025)
Sinead Johnson (appointed 31 May 2024)
Christopher Jessop (appointed 4 November 2024)
Elisabeth Harnden (appointed 31 May 2024)

Page 3

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Auditors

The auditorsFeltonswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 11 May 2026 and signed on its behalf.
 





Sinead Johnson
Director

Page 4

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHALK NURSERY HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Chalk Nursery Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the Parent Company's affairs as at 30 September 2025 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 5

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHALK NURSERY HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.


Page 6

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHALK NURSERY HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditors' 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 Auditors' 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 Group financial statements.


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 assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We obtained an understanding of laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussion with management and those charged with governance, including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. We remained alert to any indications of non-compliance throughout the audit.

• We addressed the risk of fraud through management override by reviewing the appropriateness of a sample of journal entries and other adjustments; assessing whether the judgements made in making key accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business that we come across throughout the audit.


Page 7

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHALK NURSERY HOLDINGS LIMITED (CONTINUED)


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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





David Alesbury (Senior statutory auditor)
  
for and on behalf of
Feltons
 
Chartered Accountants
  
1 The Green
Richmond
Surrey
TW9 1PL

11 May 2026
Page 8

 
CHALK NURSERY HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Period ended 30 September
2025
Note
£

  

Turnover
 4 
12,592,244

Cost of sales
  
(7,191,314)

Gross profit
  
5,400,930

Administrative expenses
  
(5,024,322)

Exceptional administrative expenses
 12 
(1,189,368)

Operating loss
 5 
(812,760)

Interest receivable and similar income
 9 
21,928

Interest payable and similar expenses
 10 
(2,304,425)

Loss before taxation
  
(3,095,257)

Tax on loss
 11 
34,378

Loss for the financial period
  
(3,060,879)

Loss for the period attributable to:
  

Owners of the Parent Company
  
(3,060,879)

  
(3,060,879)

There were no recognised gains and losses for 2025 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025.

The notes on pages 16 to 39 form part of these financial statements.

Page 9

 
CHALK NURSERY HOLDINGS LIMITED
REGISTERED NUMBER: 15714524

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2025

2025
Note
£

Fixed assets
  

Intangible assets
 13 
7,680,004

Tangible assets
 14 
12,089,450

  
19,769,454

Current assets
  

Debtors: amounts falling due within one year
 16 
227,363

Cash at bank and in hand
 17 
3,295,994

  
3,523,357

Creditors: amounts falling due within one year
 18 
(2,598,987)

Net current assets
  
 
 
924,370

Total assets less current liabilities
  
20,693,824

Creditors: amounts falling due after more than one year
 19 
(21,224,822)

Provisions for liabilities
  

Deferred taxation
 21 
(1,529,881)

  
 
 
(1,529,881)

Net liabilities
  
(2,060,879)


Capital and reserves
  

Called up share capital 
 22 
100

Share premium account
 23 
999,900

Profit and loss account
 23 
(3,060,879)

Equity attributable to owners of the Parent Company
  
(2,060,879)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 May 2026.




Sinead Johnson
Director

The notes on pages 16 to 39 form part of these financial statements.

Page 10

 
CHALK NURSERY HOLDINGS LIMITED
REGISTERED NUMBER: 15714524

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025

2025
Note
£

Fixed assets
  

Investments
 15 
1

  
1

Current assets
  

Debtors: amounts falling due within one year
 16 
999,542

  
999,542

Creditors: amounts falling due within one year
 18 
(50,350)

Net current assets
  
 
 
949,192

Total assets less current liabilities
  
949,193

  

  

Net assets
  
949,193


Capital and reserves
  

Called up share capital 
 22 
100

Share premium account
 23 
999,900

Profit and loss account
  
(50,807)

  
949,193


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 May 2026.




Sinead Johnson
Director

The notes on pages 16 to 39 form part of these financial statements.

Page 11

 
CHALK NURSERY HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(3,060,879)
(3,060,879)


Contributions by and distributions to owners

Shares issued during the period
100
999,900
-
1,000,000


At 30 September 2025
100
999,900
(3,060,879)
(2,060,879)

The notes on pages 16 to 39 form part of these financial statements.

Page 12

 
CHALK NURSERY HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(50,807)
(50,807)


Contributions by and distributions to owners

Shares issued during the period
100
999,900
-
1,000,000


At 30 September 2025
100
999,900
(50,807)
949,193

The notes on pages 16 to 39 form part of these financial statements.

Page 13

 
CHALK NURSERY HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2025
£

Cash flows from operating activities

Loss for the financial period
(3,060,879)

Adjustments for:

Amortisation of intangible assets
1,127,949

Depreciation of tangible assets
487,994

Loss on disposal of tangible assets
598

Interest payable and similar expenses
2,304,425

Interest received
(21,928)

Taxation charge
(34,378)

Decrease in debtors
782,404

Increase in creditors
487,235

Corporation tax paid
(189,476)

Net cash generated from operating activities

1,883,944


Cash flows from investing activities

Purchase of tangible fixed assets
(181,355)

Purchase of fixed asset investments
(15,246,755)

Interest received
21,928

Net cash from investing activities

(15,406,182)

Cash flows from financing activities

Issue of ordinary shares
1,000,000

Repayment of loans
(3,102,165)

Other new loans
18,928,000

Interest paid
(7,603)

Net cash used in financing activities
16,818,232

Net increase in cash and cash equivalents
3,295,994

Cash and cash equivalents at the end of period
3,295,994


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,295,994


Page 14

 
CHALK NURSERY HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025




Cash flows
Acquisition of subsidiaries
At 30 September 2025
£

£

£

Cash at bank and in hand

2,746,489

549,505

3,295,994

Debt due after 1 year

(21,224,822)

-

(21,224,822)

Debt due within 1 year

-

-

-


(18,478,333)
549,505
(17,928,828)

The notes on pages 16 to 39 form part of these financial statements.

Page 15

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

1.


General information

Chalk Nursery Holdings Limited is a private company, limited by shares, incorporated in England & Wales,
registered number 15714524. The registered office is 10 Lower Thames StreetLondonEC3R 6AF

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Company was incorporated on 11 May 2024. The current figures cover its first accounting period commencing 11 May 2024 and ending 30 September 2025.

The financial statements have been prepared in GBP, rounded to the nearest pound.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
 
 
2.3

Going concern

These financial statements have been prepared on a going concern basis.

The Group incurred a loss for the period of £3,060,879 and had net liabilities of £2,060,879 at the balance sheet date. A significant proportion of the Group’s liabilities comprise amounts due under a long-term loan from its ultimate parent undertaking, Pulford Trading Limited, which is presented within creditors falling due after more than one year (see Notes 19 and 20).

In assessing the appropriateness of the going concern basis, the directors have considered the Group’s forecasts, liquidity and financing arrangements for at least 12 months from the date of approval of the financial statements. On this basis, the directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future.

Page 16

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue represents the fair value of consideration receivable for childcare services provided by the Group. Revenue is recognised when the Group satisfies its performance obligation, which occurs as childcare services are delivered.

For nursery operations, revenue is recognised on a straight-line basis over the period of attendance, as this reflects the point at which the services are provided and the child benefits from the care and education delivered. Fees invoiced in advance of the service period are recognised as deferred income until the related services are provided. Fees relating to government funded childcare hours are recognised in the period in which the funded childcare sessions are delivered.

Amounts for registration fees and other ancillary income are recognised when the related service is delivered and the Group’s performance obligation is fulfilled.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is generally recognised in arriving at profit or loss. However, where tax relates to items recognised in other comprehensive income or directly in equity, it is recognised in other comprehensive income or equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Goodwill

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 Group's share of its 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 Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Page 18

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)


2.12
Intangible assets (continued)


 The estimated useful lives range as follows:

Website development
-
4
years straight-line
Goodwill
-
10
years straight-line 

 
2.13

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Freehold property
-
2%
straight-line
Long-term leasehold property
-
over the term of the lease
Short-term leasehold property
-
over the term of the lease
Nursery equipment
-
25%
straight-line
Motor vehicles
-
25%
straight-line
Fixtures and fittings
-
25%
straight-line
Computer equipment
-
25%
straight-line

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

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

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

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.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance sheet 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless 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 Group's cash and cash
Page 20

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

equivalents, trade and most other debtors 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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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.

Basic financial liabilities

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Page 21

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual outcomes may differ from these estimates.

Another significant judgement concerns the valuation of freehold nursery properties recognised on acquisition as part of business combinations. These properties are specialised, trade-related assets whose market value is intrinsically linked to their continued use as children’s day nurseries. Management determined that fair value should reflect how market participants typically transact for such assets, rather than assuming vacant possession or alternative use. Independent valuations were therefore obtained from RICS regulated external valuers, with fair value determined using the profits method based on Fair Maintainable Operating Profit and the application of market-derived EBITDA multiples, reflecting comparable market transactions. The directors consider this approach to be consistent with FRS 102, as continued nursery use represents the highest and best use of the properties, having regard to their physical characteristics, planning status and regulatory environment.

The valuation of freehold nursery properties involves significant estimation uncertainty. Key assumptions include maintainable earnings, occupancy levels, sustainable fee rates, staffing costs, the assessment of a reasonably efficient operator and the selection of appropriate valuation multiples. These assumptions rely on unobservable inputs, and changes in these assumptions could result in material adjustments to the recognised fair values.

Deferred tax liabilities have been recognised in respect of the temporary differences arising from the fair value uplift on freehold properties recognised on acquisition. The amount and timing of the reversal of these differences depend on future capital allowances, tax rates and the continued use of the properties, and changes in these assumptions could materially affect the deferred tax balance.

The most significant estimation uncertainty also relates to the carrying value of goodwill arising on acquisitions. Goodwill impairment assessments are based on forecasts of future cash flows for the Group’s nursery operations, including assumptions relating to occupancy, fee growth, staffing costs and funding arrangements. Changes in these assumptions could result in impairment in future periods.
Page 22

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


30 September
2025
£

Nursery fees
8,442,340

Government funded income
4,121,832

Registration fees
7,369

Other income
20,703

12,592,244


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

30 September
2025
£

Other operating lease rentals
354,866


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


30 September
2025
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
12,000

Page 23

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2025
£


Wages and salaries
6,752,363

Social security costs
106,158

Cost of defined contribution pension scheme
106,563

6,965,084


The average monthly number of employees, including the directors, during the period was as follows:



Group
Company
     30 September
     30 September
        2025
        2025
            No.
            No.







Directors
2
2



Staff
208
-

210
2


8.


Directors' remuneration

30 September
2025
£

Directors' emoluments
448,900

Group contributions to defined contribution pension schemes
7,731

456,631


During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £261,717.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,083.

Page 24

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

9.


Interest receivable

30 September
2025
£


Other interest receivable
21,928


10.


Interest payable and similar expenses

30 September
2025
£


Bank interest payable
1,472

Other loan interest payable
6,131

Loan arrangement fee amortisation
68,397

Parent company loan interest payable
2,228,425

2,304,425


11.


Taxation


30 September
2025
£

Corporation tax


Current tax on losses for the period
(7,792)


Deferred tax


Origination and reversal of timing differences
(26,586)


Tax on loss
(34,378)
Page 25

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the period

There were no factors that affected the tax charge for the period which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 25%.



Factors that may affect future tax charges

Certain subsidiaries within the Group hold unrelieved tax losses brought forward from prior periods, which may only be utilised by the individual subsidiary that generated them. As a result, the Group’s effective tax charges may fluctuate in future periods depending on whether and when these losses are utilised by the relevant loss making subsidiaries.


12.


Exceptional items

30 September
2025
£


Legal and professional costs related to acquisition of subsidiaries
1,063,056

Other non-recurring legal and professional costs
126,312

1,189,368

Page 26

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

13.


Intangible assets

Group 




Website development
Goodwill
Total

£
£
£



Cost


On acquisition of subsidiaries
3,330
8,804,623
8,807,953



At 30 September 2025

3,330
8,804,623
8,807,953



Amortisation


Charge for the period on owned assets
2,987
1,124,962
1,127,949



At 30 September 2025

2,987
1,124,962
1,127,949



Net book value



At 30 September 2025
343
7,679,661
7,680,004



Page 27
 


 
CHALK NURSERY HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025


14.


Tangible fixed assets


Group



Freehold property
Long-term leasehold property
Short-term leasehold property
Nursery equipment
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£
£
£



Cost or valuation


Additions
5,016
-
-
14,022
-
109,876
52,441
181,355


Acquisition of subsidiary
11,771,368
48,220
278,005
100,682
793
175,429
22,190
12,396,687


Disposals
-
-
-
-
-
-
(1,435)
(1,435)



At 30 September 2025

11,776,384
48,220
278,005
114,704
793
285,305
73,196
12,576,607



Depreciation


Charge for the period on owned assets
254,142
7,168
30,201
57,738
367
120,981
17,397
487,994


Disposals
-
-
-
-
-
-
(837)
(837)



At 30 September 2025

254,142
7,168
30,201
57,738
367
120,981
16,560
487,157



Net book value



At 30 September 2025
11,522,242
41,052
247,804
56,966
426
164,324
56,636
12,089,450



Page 28
 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1



At 30 September 2025
1





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Chalk Nursery Group Limited
10 Lower Thames Street, London, England, EC3R 6AF
Ordinary
100%

The aggregate of the share capital and reserves as at 30 September 2025 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Chalk Nursery Group Limited
(2,434,297)
(2,434,298)

Page 29

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

Chalk Nursery Limited
Ordinary
100%
Chalk Nursery Trading Limited
Ordinary
100%
Early Years Investments Limited
Ordinary
100%
Early Years Investments (Downend) Limited
Ordinary
100%
Early Years Investments (FB) Limited
Ordinary
100%
Katey’s House Limited
Ordinary
100%
Teddol Limited
Ordinary
100%
Turnkey Creations Limited
Ordinary
100%

The registered office of Chalk Nursery Limited and Chalk Nursery Trading Limited is at 10 Lower Thames Street, London, England, EC3R 6AF. The registered office of all other indirect subsidiary undertakings is at 1a St. Mark's Road, Teddington, England, TW11 9DE.

Each subsidiary’s accounting period ends on 30 September 2025  but do not all commence on the same date as the Group's financial year. The aggregate share capital and reserves as at 30 September 2025, together with the profit or loss for the respective periods were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Chalk Nursery Limited
1
-

Chalk Nursery Trading Limited
(1,379,959)
(1,379,960)

Early Years Investments Limited
1,904,135
457,630

Early Years Investments (Downend) Limited
2,066,614
528,646

Early Years Investments (FB) Limited
(523,883)
307,442

Katey’s House Limited
1,506,900
303,787

Teddol Limited
133,854
13,369

Turnkey Creations Limited
(68,233)
2,783

The group falls within the qualifying conditions under section 475 of the Companies Act 2006 and is subject to audit. All subsidiary companies have claimed exemption from audit under sections 479A–479C of the Companies Act 2006 for the financial year. Chalk Nursery Holdings Limited, as parent undertaking, has given guarantees under section 479C of the Companies Act 2006 in respect of all such subsidiaries, including both direct and indirect subsidiaries.

Page 30

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

16.


Debtors

Group
Company
2025
2025
£
£


Amounts owed by group undertakings
-
999,542

Other debtors
69,018
-

Prepayments and accrued income
158,345
-

227,363
999,542


17.


Cash and cash equivalents

Group
2025
£

Cash at bank and in hand
3,295,994



18.


Creditors: Amounts falling due within one year

Group
Company
2025
2025
£
£

Trade creditors
302,967
-

Amounts owed to group undertakings
-
6,750

Corporation tax
131,364
-

Other taxation and social security
131,500
-

Other creditors
1,172,230
-

Accruals and deferred income
860,926
43,600

2,598,987
50,350


Page 31

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

19.


Creditors: Amounts falling due after more than one year

Group
2025
£

Other loans
21,224,822


The Group has an intercompany loan balance of £21,224,822 payable to its parent undertaking, Pulford Trading Limited. The facility bears interest at a contractual rate of 10% per annum, with interest recognised on a compounded monthly basis in accordance with the effective interest method, and is secured by a Composite Guarantee and Debenture, with Downing LLP acting as security agent. The Group applied the loan in part to finance the acquisition of subsidiaries during the period, and the outstanding balance is repayable in full on the contractual maturity date.

The balance disclosed above represents the amortised cost carrying amount of the loan. It is stated net of unamortised transaction costs, including arrangement fees incurred in connection with the facility. Such costs are amortised over the term of the loan using the effective interest method, with the amortisation charge included within finance costs in note 10.



20.


Loans


Analysis of the maturity of loans is given below:


Group
2025
£

Amounts falling due 2-5 years

Other loans
21,224,822




21.


Deferred taxation


Group



2025


£






Charged to profit or loss
26,587


Arising on business combinations
(1,556,468)



At end of year
(1,529,881)

Page 32

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
 
21.Deferred taxation (continued)

Company


2025






At end of year
-
The deferred taxation balance is made up as follows:

Group
2025
£

Accelerated capital allowances
(44,411)

Temporary differences arising from fair value uplift on acquired freehold properties
(1,485,470)

(1,529,881)


22.


Share capital

2025
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100




23.


Reserves

Share premium account

The share premium account records amounts received on the issue of shares above their nominal value. It is a non-distributable reserve and may only be used for purposes permitted by the Companies Act 2006.

Profit and loss account

The profit and loss account represents the accumulated profits and losses of the company after dividends and other appropriations. It forms part of the company’s distributable reserves.
Page 33

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

24.
 

Business combinations

During the period, the Group completed the acquisition of several nursery-operating subsidiaries as part of the expansion strategy. These acquisitions provide the Group with additional nursery settings, staff teams and associated operating assets.

The acquisitions have been accounted for using the purchase method in accordance with FRS 102 Section 19 – Business Combinations and Goodwill.

On 29 October 2024, the Group acquired Early Years Investments Limited, Early Years Investments (Downend) Limited, Early Years (FB) Limited and Turnkey Creations Limited (together, the “Red Bus Group”). The four entities were acquired as part of a single transaction and are intended to operate as an integrated business.

On 31 May 2024, the Group acquired Katey's House Limited and Teddol Limited. These entities were purchased as part of a single transaction and are intended to be operated together as an integrated business.

Acquisition of Red Bus Group

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
4,924,528
6,075,472
11,000,000

Intangible
3,330
-
3,330

4,927,858
6,075,472
11,003,330

Current Assets

Debtors
50,702
-
50,702

Cash at bank and in hand
290,163
-
290,163

Total Assets
5,268,723
6,075,472
11,344,195

Creditors

Due within one year
(791,203)
-
(791,203)

Due after more than one year
(2,452,903)
-
(2,452,903)

Deferred taxation
-
(1,518,868)
(1,518,868)

Total Identifiable net assets
2,024,617
4,556,604
6,581,221


Goodwill
1,152,893

Total purchase consideration
7,734,114

Page 34

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

24.Business combinations (continued)

Consideration

£


Cash paid during period
7,241,269

Deferred consideration outstanding at the balance sheet date
492,845

Total purchase consideration
7,734,114

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
7,241,269

Less: Cash and cash equivalents acquired
(290,163)

Net cash outflow on acquisition
6,951,106

Page 35

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

24.Business combinations (continued)

The goodwill arising on acquisition is attributable to the brand and reputation of the business.

As part of the acquisition of the Red Bus Group, the Group acquired three freehold children’s day nursery properties. These properties are purpose-adapted, trade-related assets, the value of which is intrinsically linked to their continued use as operational nurseries.

The freehold nursery properties acquired as part of the business combination were recognised at fair value at the acquisition date. Fair value was determined by reference to the properties’ trading potential as fully operational nurseries, which reflects how such specialised properties are typically transacted in the market and their continued use as nursery facilities.

The difference between the total consideration transferred and the fair value of the identifiable net assets acquired has been recognised as goodwill. Goodwill represents the value attributable to factors such as brand reputation, assembled workforce, operational platform and future growth potential, and is accounted for in accordance with the Group’s accounting policy.

All deferred consideration outstanding at the balance sheet date has since been paid.

Note 12 states the amount of costs relating to this acquisition that were not capitalised and have not been included in the above figures.

The results of Red Bus Group since acquisition included in the consolidated financial statements to 30 September 2025 are as follows:

Current period since acquisition
£

Turnover
6,050,498

Profit for the period since acquisition before tax
1,354,739

Page 36

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

24.Business combinations (continued)

Acquisition of Katey's House Limited and Teddol Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
1,396,686
-
1,396,686

1,396,686
-
1,396,686

Current Assets

Debtors
959,065
-
959,065

Cash at bank and in hand
258,787
-
258,787

Total Assets
2,614,538
-
2,614,538

Creditors

Due within one year
(962,150)
-
(962,150)

Due after more than one year
(649,261)
-
(649,261)

Deferred taxation
(37,599)
-
(37,599)

Total Identifiable net assets
965,528
-
965,528


Goodwill
7,651,730

Total purchase consideration
8,617,258

Consideration

£


Cash paid during period
8,554,436

Deferred consideration outstanding at the balance sheet date
62,822

Total purchase consideration
8,617,258

Page 37

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

24.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
8,554,436

Less: Cash and cash equivalents acquired
(258,787)

Net cash outflow on acquisition
8,295,649

The goodwill arising on acquisition is attributable to the brand and reputation of the business.

All deferred consideration outstanding at the balance sheet date has since been paid.
 
Note 12 states the amount of costs relating to this acquisition that were not capitalised and have not been included in the above figures.
 
The results of Katey's House Limited and Teddol Limited since acquisition included in the consolidated financial statements to 30 September 2025 are as follows:

Current period since acquisition
£

Turnover
6,541,746

Profit for the period since acquisition before tax
687,482


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £106,563. Employee and employer contributions totalling £18,885  were payable to the fund at the balance sheet date and are included in creditors.

Page 38

 
CHALK NURSERY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025

26.


Commitments under operating leases

At 30 September 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2025
£

Not later than 1 year
272,542

Later than 1 year and not later than 5 years
951,639

Later than 5 years
2,864,205

4,088,386


27.Other financial commitments

On 31 May 2024, the Company granted a charge in favour of Downing LLP as Security Agent pursuant to a Composite Guarantee and Debenture. The security comprises fixed and floating charges over all present and future assets of the Company, including any freehold or leasehold property, investments, plant and machinery, intellectual property, book debts, bank accounts and contractual rights, and incorporates a negative pledge. The charge forms part of a wider group financing arrangement and secures all obligations and liabilities of the Company and the other group entities under the Composite Guarantee and Debenture.

Each of the Company’s subsidiaries has granted similar security in connection with the same financing arrangement.


28.


Related party transactions

As disclosed in Note 19, the Group has an outstanding loan balance due to Pulford Trading Limited, presented within creditors falling due after one year. Finance costs arising on the loan from Pulford Trading Limited are included within Note 10 and are calculated using the effective interest method, including the amortisation of loan arrangement fees 

The Company and Group has elected to take advantage of the exemption under FRS 102 33.1A not to disclose transactions with wholly owned group undertakings.


29.


Post balance sheet events

On 2 April 2026, a subsidiary of the Group, Chalk Nursery Trading Limited, acquired 100% of the issued share capital and voting rights of Logan Road Day Nursery Limited (company number 08674676).


30.


Controlling party

The Company’s ultimate controlling party is Pulford Trading Limited, which is incorporated in the United Kingdom and has its registered office at 10 Lower Thames Street, London, EC3R 6AF.

 
Page 39