REGISTERED NUMBER: 08088542 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

R&S FORREST HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

R G Forrest

Mrs S N Forrest

REGISTERED OFFICE:

Beckwith Barn

Warren Estate

Lordship Road

Writtle

Essex

CM1 3WT

REGISTERED NUMBER:

08088542 (England and Wales)

AUDITORS:

Xeinadin South East Limited

5b Beckwith Barn

Warren Estate

Lordship Road

Chelmsford

Essex

CM1 3WT

The directors present their strategic report of the company and the group for the year ended 30 June 2025.

REVIEW OF BUSINESS

The group currently operates four children's nurseries, all located within Essex. After a challenging few years the directors are pleased to report on the financial statements for the year ended 30 June 2025.

During the first half of the financial year ended 30 June 2024 one of the nurseries operated by the group was sold. Despite this the consolidated income statement for the year to 30 June 2025 shows that turnover increased from £3.31m to £3.67m, an improvement of 11%.

Further reductions in administrative costs were achieved during the year, which has resulted in the group reporting a profit before tax of £118,809, a significant improvement on the loss of £186,370 reported in 2024.

Since the balance sheet date trading has continued to be consistent. The groups bank borrowings have been renewed since the balance sheet date and reductions in interest rates will see borrowing costs fall in the financial year to 30 June 2026.

All of the properties owned by the group were the subject of professional valuations during 2023 and shareholders funds at the balance sheet date were £5.91m

The directors are also delighted to report that all of the group's nurseries have maintained a good Ofsted rating.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the principle risks and uncertainties of the group to be as follows:

1.

Political risk in respect of change in government policies such as minimum wage rates and pre-school care and education.

2.

Continued compliance with Ofsted inspections and the related regulations.

KEY PERFORMANCE INDICATORS

The board utilises a number of key performance indicators to enable a consistent method of analysing performance, in addition to allowing the directors to benchmark performance against similar business. The key performance indicators utilised by the board are as follows:

Gross profit margin

Gross profit margin measures the profit achieved on sales after taking account of the direct costs incurred. This is calculated by dividing the gross profit by group turnover. For 2025 the margin was 32.2% compared to 29.8% in 2024.

The ratio of sales to staff costs

Sales relative to staff costs is an indication of the efficiency of the nurseries use of staff and is measured by dividing sales by wages costs (excluding directors). As the single largest cost to the business the Board review this ratio on a regular basis. For 2025 sales were 1.6 times staff costs in 2024 the ratio was 1.54.

ON BEHALF OF THE BOARD:

Mrs S N Forrest - Director

17 April 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the operation of children's day nurseries.

DIVIDENDS

An interim dividend of 49.27p per share was paid on 30 June 2025. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 30 June 2025 will be £ 141,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

R G Forrest

Mrs S N Forrest

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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). 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 and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin South East Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs S N Forrest - Director

17 April 2026

Opinion

We have audited the financial statements of R&S Forrest Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of the parent company affairs as at 30 June 2025 and of the group's profit 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 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 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to irregularities, including fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; to respond appropriately to fraud or suspected fraud identified during the audit, to obtain audit evidence regarding compliance with provisions of applicable laws and regulations, and to respond appropriately to any non-compliance identified. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations our approach was to consider the following:

-

the nature of the industry or sector, the control environment and business performance;

-

the results of enquiries of management about their own identification and assessment of the risks of irregularities;

-

matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, tax legislation and health and safety.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We assessed the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud to be in respect of payroll and the recognition of income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation;

-

enquiring of management concerning actual and potential litigation and claims;

-

reviewing material legal costs in the period;

-

performing analytical procedures to identify unusual or unexpected relationships;

-

reviewing correspondence with HMRC;

-

testing the appropriateness of judgements made in making accounting estimates, journal entries and other adjustments made by management for indications of potential bias;

-

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and

-

reviewing Ofsted reports.

The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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 Report of the Auditors.

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 a Report of the Auditors 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.

Simon Medcalf FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin South East Limited

5b Beckwith Barn

Warren Estate

Lordship Road

Chelmsford

Essex

CM1 3WT

17 April 2026

TURNOVER

3,670,614

3,309,387

Cost of sales

2,490,140

2,323,725

GROSS PROFIT

1,180,474

985,662

Administrative expenses

766,184

890,603

414,290

95,059

Other operating income

207

-

OPERATING PROFIT

5

414,497

95,059

Interest receivable and similar income

-

1

414,497

95,060

Interest payable and similar expenses

6

295,688

281,430

PROFIT/(LOSS) BEFORE TAXATION

118,809

(186,370

)

Tax on profit/(loss)

7

30,563

(60,465

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

88,246

(125,905

)

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

11,081,095

11,104,501

Investments

12

-

-

Investment property

13

-

-

11,081,095

11,104,501

CURRENT ASSETS

Debtors

14

452,953

451,723

Cash at bank and in hand

212,677

218,496

665,630

670,219

CREDITORS

Amounts falling due within one year

15

603,323

472,366

NET CURRENT ASSETS

62,307

197,853

TOTAL ASSETS LESS CURRENT LIABILITIES

11,143,402

11,302,354

CREDITORS

Amounts falling due after more than one year

16

(4,050,403

)

(4,147,335

)

PROVISIONS FOR LIABILITIES

19

(1,180,698

)

(1,189,964

)

NET ASSETS

5,912,301

5,965,055

CAPITAL AND RESERVES

Called up share capital

20

286,200

286,200

Revaluation reserve

4,080,711

4,080,711

Retained earnings

1,545,390

1,598,144

SHAREHOLDERS' FUNDS

5,912,301

5,965,055

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

Mrs S N Forrest - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

112,563

166,253

Investments

12

400

400

Investment property

13

10,918,098

10,911,068

11,031,061

11,077,721

CURRENT ASSETS

Debtors

14

298,622

329,709

Cash at bank

1,905

94,225

300,527

423,934

CREDITORS

Amounts falling due within one year

15

241,352

206,839

NET CURRENT ASSETS

59,175

217,095

TOTAL ASSETS LESS CURRENT LIABILITIES

11,090,236

11,294,816

CREDITORS

Amounts falling due after more than one year

16

(3,993,823

)

(4,081,846

)

PROVISIONS FOR LIABILITIES

19

(1,180,698

)

(1,189,964

)

NET ASSETS

5,915,715

6,023,006

CAPITAL AND RESERVES

Called up share capital

20

286,200

286,200

Retained earnings

5,629,515

5,736,806

SHAREHOLDERS' FUNDS

5,915,715

6,023,006

Company's profit/(loss) for the financial year

33,709

(281,776

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

Mrs S N Forrest - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 July 2023

286,200

857,800

5,166,960

6,310,960

Changes in equity

Deficit for the year

-

(125,905

)

-

(125,905

)

Total comprehensive income

-

(125,905

)

-

(125,905

)

Dividends

-

(220,000

)

-

(220,000

)

Transfer between reserves

-

1,086,249

(1,086,249

)

-

Balance at 30 June 2024

286,200

1,598,144

4,080,711

5,965,055

Changes in equity

Profit for the year

-

88,246

-

88,246

Total comprehensive income

-

88,246

-

88,246

Dividends

-

(141,000

)

-

(141,000

)

Balance at 30 June 2025

286,200

1,545,390

4,080,711

5,912,301

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2023

286,200

6,238,582

6,524,782

Changes in equity

Deficit for the year

-

(281,776

)

(281,776

)

Total comprehensive income

-

(281,776

)

(281,776

)

Dividends

-

(220,000

)

(220,000

)

Balance at 30 June 2024

286,200

5,736,806

6,023,006

Changes in equity

Profit for the year

-

33,709

33,709

Total comprehensive income

-

33,709

33,709

Dividends

-

(141,000

)

(141,000

)

Balance at 30 June 2025

286,200

5,629,515

5,915,715

Cash flows from operating activities

Cash generated from operations

1

568,240

(159,313

)

Interest paid

(295,688

)

(281,430

)

Tax paid

-

(177,931

)

Net cash from operating activities

272,552

(618,674

)

Cash flows from investing activities

Purchase of tangible fixed assets

(39,951

)

(18,738

)

Sale of tangible fixed assets

-

1,600,000

Interest received

-

1

Net cash from investing activities

(39,951

)

1,581,263

Cash flows from financing activities

Bank loan repayments in year

(105,640

)

(1,035,841

)

Other loans repaid in year

(8,909

)

(313,448

)

Other new loans in year

-

109,000

Amount introduced by directors

17,129

24,224

Equity dividends paid

(141,000

)

(220,000

)

Net cash from financing activities

(238,420

)

(1,436,065

)

Decrease in cash and cash equivalents

(5,819

)

(473,476

)

Cash and cash equivalents at beginning of year

2

218,496

691,972

Cash and cash equivalents at end of year

2

212,677

218,496

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

118,809

(186,370

)

Depreciation charges

46,732

55,460

Loss on disposal of fixed assets

16,625

2,139

Finance costs

295,688

281,430

Finance income

-

(1

)

477,854

152,658

Increase in trade and other debtors

(18,359

)

(227,868

)

Increase/(decrease) in trade and other creditors

108,745

(84,103

)

Cash generated from operations

568,240

(159,313

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025

30/6/25

1/7/24

£

£

Cash and cash equivalents

212,677

218,496

Year ended 30 June 2024

30/6/24

1/7/23

£

£

Cash and cash equivalents

218,496

691,972

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/7/24

Cash flow

At 30/6/25

£

£

£

Net cash

Cash at bank and in hand

218,496

(5,819

)

212,677

218,496

(5,819

)

212,677

Debt

Debts falling due within 1 year

(135,261

)

17,617

(117,644

)

Debts falling due after 1 year

(4,147,335

)

96,932

(4,050,403

)

(4,282,596

)

114,549

(4,168,047

)

Total

(4,064,100

)

108,730

(3,955,370

)

1.	STATUTORY INFORMATION

R&S Forrest Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

Amounts are rounded to the nearest Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

As permitted by exemptions available for qualifying entities under FRS102, the cash flow statement of the parent company is not presented as part of these financial statements, as it is included within the consolidated cash flow statement of the group in these publicly available financial statements.

Basis of consolidation

The consolidated financial statements incorporate the results of R&S Forrest Holdings Limited and its historical subsidiary undertakings as at 30 June 2024. Those being Forrest Nurseries Ltd, Clever Tots Ltd, Beaulieu Park Day Nursery Ltd and Holly Trees Montessori Ltd.

Significant judgements and estimates

-

Uncertainties exist in relation to the interpretation of complex tax legislation and changes in tax laws. At the balance sheet date, tax liabilities and assets are based on management's judgements around the application of the tax regulations. A provision is made for the best estimate of any additional liability only when it is assessed to be probable that an economic outflow will arise.

-

Properties held by the group are revalued and included in the balance sheet at open market value. The valuations are assessed by the Directors, based on previous professional valuations and values paid for recent property transactions, adjusted for the Directors assessment of subsequent changes in market values.

Turnover

Turnover represents fees received from customers for nursery care and is recognised at the point the company performs the service.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2005, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost

Freehold properties used by the group for the purposes of its trade are revalued each year to fair value. Revaluations are performed by the directors with sufficient regularity to ensure that the carrying amounts do not differ materially from those that would be determined using fair values at the end of each reporting period.

Any increase or decrease in the carrying amount is recognised in other comprehensive income.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax expected to be payable or receivable on the taxable profit or loss for the current year using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Where appropriate this amount is then amended for any adjustments in respect of prior periods.

Current or deferred taxation assets and liabilities are not discounted.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the Income Statement in the period to which they relate.

Investment property

Investment properties held by the company and let to subsidiary undertakings are shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in the Income Statement.