The directors present the strategic report for the year ended 30 June 2025.

The company is a holding company and the principal activities of the subsidiary companies are the provision of pre-school, day-care and nursery education. The business is conducted from freehold and leasehold sites across South West London and Surrey.

The results of the group are set out on pages 8 to 31 and reflect a resilient trading performance. Turnover increased by £2,729,629 from £13,541,234 in 2024 to £16,270,863 in 2025.

The group now operates 24 sites (1 of which is an after-school club) and we are in the planning phase for another new build nursery (on an already owned site). The group offers over 1,000 registered places.

Cost of sales and administrative expenses have increased from £11,971,200 in 2024 to £13,002,930 in 2025, mainly driven by our main expenditure categories: staff, equipment and property costs.

As a result of strict cost controls on operating expenses and administrative expenses, our main KPI of EBITDA has increased from £2,542,960 in 2024 to £4,277,409 in 2025, an increase of 68%.

Our other KPls of staff costs as a percentage of turnover and occupancy (based on blended expected revenue v hypothetically achievable revenue) are all in line with expectations and comparison between the sites helps the managers interpret and react to movements and events in their individual nurseries.

The staff costs ratio across nurseries shows an average of 41.8% with a range of 33%-60% which is a decrease on prior years, however still pressured by mounting sector wide wage increases and temporary staff contracts which are being phased out.

The management are aware of the constant need to keep up to date with changes in the legislative framework and changing Ofsted requirements and to this end continue to, not only, invest in the fabric of our buildings and nursery and educational equipment but also the employee teams that help deliver children's education in the best possible care environment.

Credit risk

The directors manage the credit risk in the company by requiring the majority of the parents whose children attend the group's nurseries to pay in advance and by carefully managing receivables exposure on all parents.

Liquidity risk

The directors maintain sufficient cash balances required for working capital purposes as a group to provide a buffer against liquidity and recessional risks. As a result of this policy and careful working capital management, the directors are able to ensure the group has excess liquidity and is well placed to pay any suppliers as they fall due. The directors monitor this policy through a review of monthly cash flow forecasts to ensure any future cash commitments can be comfortably met using the group's forecast cash reserves.

Market risk

Aside from the key risks facing most businesses, for example those of reputation and competition and market change, the group considers its key risks to be as follows:

• Health and safety for young children in relation to which the group has a dedicated compliance team that defines policy and procedure and closely monitors and reports compliance performance;

• Change of government policy and the implementation of policy at a local level including free entitlement funding. The group actively engages in a positive way with government at a ministerial, civil service and local level and has a strong voice with each element of government;

• Impact of Brexit on economy, as noted above, the group has also conducted an analysis of the potential risks surrounding Brexit in the year and we do not believe there is any direct material risk to our customer base, however we are taking measures to review and align our staff remuneration and reward structure with the market to retain and attract quality personnel. In addition, we have established a Tier 2 Sponsorship scheme to recruit migrant workers and further bolster our workforce supply.

Since the year end, the group opened Guardian House, Godalming in March 2026. This nursery will have income of £80,000 in July 2026 and will dovetail into Castle Daycare and Preschool Limited. It is a 110 place nursery and is being managed by an experienced Castle Manager.

The Castle Daycare and Preschool business has also signed a lease for a property on Jenner Road which will be an 80 place nursery. The capital cost of the fitout will be £750,000 + VAT and the directors are planning to have this nursery open in January 2027.

The planned Shamley Green nursery refit is currently on hold.

Childcare and Learning (Cranbrook) Limited intends to develop forest schools during the next financial year which will generate 16 additional nursery places at both Buttercup Barn and Ivy Cottage. These additional places will increase revenues by approximately £60,000 per month and this is expected to commence in October 2026. The capital requirement for this project is expected to be £200,000.

At the end of April 2026 South West London Nursery Company Limited signed a lease for a property on Lots Road, London (which is on the border between Fulham and Chelsea). The capital cost of the nursery fitout was £1,100,000 + VAT and the directors plan to open the nursery in September 2026.

On behalf of the board

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

The principal activity of the company and group continued to be that of the provision of learning and day care for young children.

The results for the year are set out on page 8.

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

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

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

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

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

In accordance with the company's articles, a resolution proposing that Affinia be reappointed as auditor of the group will be put at a General Meeting.

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

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;

• 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 group and parent company will continue in business.

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

We have audited the financial statements of Childcare and Learning (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors, and from our commercial knowledge and experience of the pre-primary education industry;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including Companies Act 2006, taxation legislation, data protection and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £288,307 (2024 - £324,479 loss).

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

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

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

The annual depreciation charge for tangible fixed assets is sensitive to changes in management’s estimate of the assets’ useful economic lives and residual values. These estimates are re-assessed annually. They are amended when necessary to reflect current estimates based on historical experience, future investments, technological advancement, economic utilisation and the physical condition of the assets.

Childcare and Learning (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Roebuck House, 284-286 Upper Richmond Road West, East Sheen, London, SW14 7JE.

The group consists of Childcare and Learning (Holdings) Limited and all of its subsidiaries.

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

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

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The consolidated group financial statements consist of the financial statements of the parent company Childcare and Learning (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

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

The consolidated financial statements have been prepared on the going concern basis, in accordance with FRS 102, under which the directors assess the ability of the group and its subsidiaries to continue as a going concern.

The group’s assessment of going concern takes into account the combined financial position, cashflows, and future prospects of the group as a whole rather than only individual entities. As at 30 June 2025, certain subsidiaries, including the parent company, continue to report net liabilities and operating losses. These losses primarily arise from the group’s operational and structural arrangements, where costs incurred by individual entities are not fully offset by income such as rental receipts or dividends.

Despite these positions, the group structure ensures that debts and operating costs of loss-making subsidiaries are supported and met by the trading entities within the wider group. As at 30 June 2025, the trading group as a whole remain solvent, with positive cashflows expected for the foreseeable future. As part of the group's structure, the directors are committed to providing necessary support to subsidiaries with net liabilities so that they can continue to meet their obligations.

Accordingly, the directors are satisfied that it is appropriate to prepare the consolidated financial statements on a going concern basis. This assessment reflects the group’s ability to continue funding and supporting subsidiaries where necessary and its expectation that the group will remain solvent and operational in the foreseeable future.

Pre-primary education

Day care and associated income is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business. The fair value of consideration takes into account discounts, and settlement discounts.

Income is recognised in the period to which it relates with consideration made for accrued and deferred income where applicable based on inflows of money.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 8 or 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

On transition to FRS 102, Anglo Spanish Nursery School Limited elected to treat the fair value of its freehold property as deemed cost under FRS 102 Section 35. The group has adopted the deemed cost as the cost of these assets for consolidation purposes.

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

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The directors perform an annual impairment review.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

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

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

The costs of short-term employee benefits are recognised as a liability and an expense.

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

Their aggregate remuneration comprised:

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

Fixed asset investments are recorded at cost, less provision for impairment.

Details of the company's subsidiaries at 30 June 2025 are as follows:

Intercompany and related balances are interest free and repayable on demand.

Intercompany and related balances are interest free and payable on demand.

During the year, the Group held facilities which provides finance up to £19,475,000 (2024: £19,475,000) which terminates in August 2025. At the year-end, £19,475,000 (2024: £19,475,000) of this facility had been drawn down and the outstanding debt across all group companies was £8,725,833 (2024: £9,089,834). The bank loans are secured by a Group cross guarantee and a first charge over the properties owned by the Group. In respect of borrowings, Santander Corporate Bank hold a legal charge over all the properties owned by the Group. It also holds a cross guarantee and debentures between the Group companies. The loan is subject to quarterly capital repayments and interest is charged at 2.5%.

In February 2021, Santander UK PLC also provided Childcare and Learning (Holdings) Limited with loans amounting to £4,100,000 under the Coronavirus Business Interruption Loan Scheme for general business purposes. As at the year-end, £3,007,200 (2024: £3,280,400) remained outstanding.

In August 2025, the Group refinanced and consolidated the existing term loan and CBILS loan. Additionally, a revolving credit facility up to GBP 4.0M was provided by the bank for the purposes of relevant acquisition costs or CAPEX in respect of new sites. The loan is subject to quarterly capital repayments and interest is charged at 2.5%.

The following are the major deferred tax liabilities and assets recognised by the group and company:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The revaluation reserve arose on the revaluation of freehold property used by a subsidiary of the Group in its business. This revaluation was carried out under the previous financial reporting framework and was carried forward on transition to FRS 102 on 1 July 2015, with the fair value being used as deemed cost. The portion of the annual depreciation charge on the freehold building which relates to the excess of deemed cost over previous carrying amount is transferred from the revaluation reserve to the profit and loss reserve.

A provision for deferred tax liability at a rate of 25% is recognised. The historical cost for the property is £287,941.

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

The Company and Group was under the control of R Karlson throughout the current and previous year as sole trustee in the Campbell Family Trust, which holds the entire equity shareholding in Childcare and Learning (Hong Kong) Limited, the ultimate parent company of the Group.

During the year, the Group paid accountancy and administration fees totalling £218,000 to The Daedalus Group, a company which is controlled by one of the directors of Childcare and Learning (Holdings) Limited. As at 30 June 2025, there was also an amount of £300,000 (2024: £300,000) included within Other Debtors in respect of payments made in advance for future services to be provided by this company. During the year, the Company also paid £40,000 (2024: £0) to Jakal Group Ltd, a company connected with The Daedalus Group.

During the year, the Group paid rent totalling £240,000 to Sagaz Holdings Ltd (2024: £240,000), a company which is controlled by one of the directors of Childcare and Learning (Holdings) Limited. In connection with this, leases with total lease commitments of £4,035,662 at the balance sheet date were guaranteed by Childcare and Learning (Holdings) Limited.

The Key Management Personnel of the Group are the directors.

The prior period adjustment relates to the reversal of consolidation adjustments which duplicated adjustments made in a subsidiary entity. The 2014 fair value uplift in the value of the Clapham property held by Anglo Spanish Nursery School Ltd had been recognised on consolidation, as well as in Anglo Spanish Nursery School Ltd. This adjustment amends consolidated values of freehold property cost, freehold depreciation, and revaluation reserve to correctly reflect the combined values of the group's entities, with an overall reduction to retained earnings of £1,035,599, with an associated correction to deferred tax liability of £285,898. Additionally, the goodwill arising from the acquisition of Anglo Spanish Nursery School Ltd was adjusted to match, being fully amortised as at 30 June 2024, reducing consolidated amortisation of goodwill by £298,263 and increasing retained earnings by the same amount. Finally, consolidated goodwill cost and amortisation were both reduced by £415,740.