Registration number: 14841319

Toots Day Nursery Opco Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Profit and Loss Account	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 to 20

Toots Day Nursery Opco Limited

Company Information

Directors

S Blyth E H P David

Registered office

Windsor House Bayshill Road Cheltenham GL50 3AT

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Toots Day Nursery Opco Limited

Strategic Report for the Year Ended 30 September 2025

The directors present their strategic report for the year ended 30 September 2025. The comparative period is from 2 May 2023 to 30 September 2024.

Principal activity

The principal activity of the company is that of a head office company.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show an operating loss of £1,042,128 (2024 - £353,908). At 30 September 2025, the company had net liabilities of £4,148,695 (2024 - £1,031,462).

Details of future developments, principal risks and uncertainties and key performance indicators are disclosed in the group financial statements of the company's ultimate parent company, Toots Day Nursery Holdings Limited.

Approved by the Board on 8 May 2026 and signed on its behalf by:

S Blyth
Director

Toots Day Nursery Opco Limited

Directors' Report for the Year Ended 30 September 2025

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

Directors of the company

The directors who held office during the year were as follows:

S Blyth

E H P David

Going concern

Notwithstanding the net liability position shown on the balance sheet, the financial statements have been prepared on the going concern basis. The directors have considered the forecast cash flows and the cash requirements of the business in their assessment of going concern. As a result of this assessment it was concluded that the cash requirements of the business for the 12 months from signing will be met through a combination of operational cash flows and intergroup loans and thus the business is deemed to operate as a going concern.

Important non adjusting events after the financial period

Following the year end, the company entered into a new bank loan facility agreement with a different bank, replacing the previous facility of £35m that was repayable in quarterly instalments until March 2030. The new maximum facility of £60m is repayable quarterly until December 2030 and interest is charged at 3.5% over SONIA.

Financial instruments

Objectives and policies

The board constantly monitors the company’s trading results and revises the projections as appropriate to ensure that the company can continue to meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

Credit risk in respect of bank balances is safeguarded by using banks with high credit ratings.

The company’s bank debts are subject to price and liquidity risk as detailed in note 13 to the financial statements.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 8 May 2026 and signed on its behalf by:

S Blyth
Director

Toots Day Nursery Opco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Toots Day Nursery Opco Limited

Independent Auditor's Report to the Members of Toots Day Nursery Opco Limited

Opinion

We have audited the financial statements of Toots Day Nursery Opco Limited (the 'company') for the year ended 30 September 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and 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 company's affairs as at 30 September 2025 and of its loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Toots Day Nursery Opco Limited

Independent Auditor's Report to the Members of Toots Day Nursery Opco Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those 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 discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Toots Day Nursery Opco Limited

Independent Auditor's Report to the Members of Toots Day Nursery Opco Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•	reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•	performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

•	enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

•	reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

8 May 2026

Toots Day Nursery Opco Limited

Profit and Loss Account for the Year Ended 30 September 2025

	Note	Year ended 30 September 2025 £	2 May 2023 to 30 September 2024 £
Turnover		-	-
Administrative expenses		(1,042,128)	(353,908)
Operating loss	3	(1,042,128)	(353,908)
Interest payable and similar expenses	4	(2,075,105)	(875,556)
Loss before tax		(3,117,233)	(1,229,464)
Tax on loss	8	-	-
Loss for the financial year		(3,117,233)	(1,229,464)

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

Toots Day Nursery Opco Limited

(Registration number: 14841319)
Balance Sheet as at 30 September 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	9	4,243	1,915
Investments	10	15,897,433	15,844,055
		15,901,676	15,845,970
Current assets
Debtors	11	33,761,470	389,701
Cash at bank and in hand		1,467,258	375,960
		35,228,728	765,661
Creditors: Amounts falling due within one year	12	(26,976,226)	(9,994,310)
Net current assets/(liabilities)		8,252,502	(9,228,649)
Total assets less current liabilities		24,154,178	6,617,321
Creditors: Amounts falling due after more than one year	12	(28,302,873)	(7,648,783)
Net liabilities		(4,148,695)	(1,031,462)
Capital and reserves
Called up share capital		4	4
Merger relief reserve		206,998	206,998
Profit and loss account		(4,355,697)	(1,238,464)
Shareholders' deficit		(4,148,695)	(1,031,462)

Approved and authorised by the Board on 8 May 2026 and signed on its behalf by:
 

S Blyth
Director

Toots Day Nursery Opco Limited

Statement of Changes in Equity for the Year Ended 30 September 2025

	Share capital £	Merger relief reserve £	Profit and loss account £	Total £
At 1 October 2024	4	206,998	(1,238,464)	(1,031,462)
Loss for the year	-	-	(3,117,233)	(3,117,233)
At 30 September 2025	4	206,998	(4,355,697)	(4,148,695)