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Registration number: 03614275

Careroom Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Careroom 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
Statement of Cash Flows | 11
Notes to the Financial Statements | 12 to 22

Careroom Limited

Company Information

Directors | I A Y Dardas C L French A Ridha G J Tanner

Registered office | Glover Centre 23-25 Bury Mead Road Hitchin Hertfordshire SG5 1RT

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Careroom Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

The principal activity of the company is the provision of childcare services.

Fair review of the business

Careroom Limited trading as Toad Hall Nursery Group now consists of 14 (2024 - 13) children's day nurseries covering the Home Counties of England. The nurseries are based in varied premises and provide full day care and early education for children from the age of 3 months to 5 years.
The nurseries accept Government funding for children from the age of 9 months old, following the change in the government policy, and offer a school day session to accommodate the 30 hours free education that children between 9 months and 5 years old are entitled to. We have maintained good relationships with Local Authority advisory staff and their advice is sought when necessary.
We have robust and rigorous risk assessments and policies. Our approach to Health and Safety continued throughout the year with regular audits at every site, designed to ensure we maintain best practice and are always fully complaint.
The results for the year which are set out in the profit and loss account show turnover of £19,240,710 (2024 - £14,903,374) and an operating profit of £2656,190 (2024 - £1,215,395). At 31 December 2024, the company had net assets of £4,748,477 (2024 - £4,539,685). The directors consider the performance for the year end the financial position at the year end to be satisfactory.
The primary key performance indicator is regarded as percentage occupancy. Average occupancy across all nurseries in 2025 was 72% (2024 - 67%).

Principal risks and uncertainties

Public funding
The market in some areas is challenging as the impact of the current governmental and Local Authority cutbacks continues to make its mark. The economic climate has also affected how parents use childcare and we have seen an increase in children taking part-time places and reducing their days. In common with all nurseries the company receives and applies for funding from government bodies and from Local Authorities. In an economic environment where public spending and Local Authority cuts are expected to be significant the amount of such funding which will be available to the company in the future is uncertain.
Credit risk
Nursery fees are paid at the start of the month in advance, and increasingly by direct debit, therefore the credit risk is minimal. There is a healthy cash flow and this is monitored carefully by the Board and Management.

Approved by the Board on 6 August 2026 and signed on its behalf by:

C L French
Director

Careroom Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

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

I A Y Dardas

L El-Dukair (resigned 4 July 2025)

C L French

A Ridha

G J Tanner

T A J Wieder (resigned 21 February 2025)

Dividends

The directors propose the payment of a dividend of £1,935,500 (2024 - £329,000).

Employment of disabled persons

Applications for employment by disabled persons are always fully considered having regard to their particular aptitudes, abilities and suitability for employment in our industry but no special provision is made for training or career development. Within the limits of their disabilities, they are eligible for promotion and are given equal consideration with other applicants. Every effort is made to continue the employment of persons who have become disabled during service with the Company.

Going concern

The business aims to reinvest heavily each year as part of its strategy to establish itself as a provider of choice for families. After consolidating our existing nurseries our focus for 2025 can now turn to increasing our company footprint by looking for nurseries with a 60 to 100 place capacity. The increase in turnover and an increased operating profit this year have resulted in an increase in net assets at 31 December 2025 to £5,171,542 from £4,539,685 in 2024.
The business expects to be able to meet all its financial commitments for the next 12 months from the date of approval of these financial statements. The business is on target to meet its three year plan to substantially improve turnover and profitability.
The Directors, therefore, consider it appropriate to continue to prepare the financial statements on a going concern basis.

Employee involvement

The directors acknowledge the importance of good communication and working relationships with employees. Regular contact and exchanges of information are maintained by the board through meetings with the departmental managers whose responsibility it is to communicate with the employees generally.

Future developments

The main focus for 2026 is to continue to provide quality childcare and search for new investment opportunities to expand capacity.

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.

Re-appointment of auditors

The auditor, Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 6 August 2026 and signed on its behalf by:

C L French
Director

Careroom Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Careroom Limited

Independent Auditor's Report to the Members of Careroom Limited

Opinion

We have audited the financial statements of Careroom Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, 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 31 December 2025 and of its 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 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.

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:

Careroom Limited

Independent Auditor's Report to the Members of Careroom Limited

• | 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.

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.

Careroom Limited

Independent Auditor's Report to the Members of Careroom Limited

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 this 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.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

6 August 2026

Careroom Limited

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 19,240,710 | 14,903,374
Cost of sales |  | (12,123,072) | (9,456,009)
Gross profit |  | 7,117,638 | 5,447,365
Administrative expenses |  | (4,535,508) | (4,304,213)
Other operating income | 4 | 74,060 | 72,243
Operating profit | 5 | 2,656,190 | 1,215,395
Other interest receivable and similar income | 6 | 210,860 | 193,321
Interest payable and similar expenses | 7 | (24,210) | (224,708)
Profit before tax |  | 2,842,840 | 1,184,008
Tax on profit | 11 | (698,548) | (366,219)
Profit for the financial year |  | 2,144,292 | 817,789

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Careroom Limited

(Registration number: 03614275)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 12 | - | -
Tangible assets | 13 | 920,604 | 699,454
|  | 920,604 | 699,454
Current assets |  |  |
Debtors | 14 | 6,278,582 | 5,548,487
Cash at bank and in hand |  | 1,364,018 | 474,507
|  | 7,642,600 | 6,022,994
Creditors: Amounts falling due within one year | 15 | (3,548,750) | (1,969,919)
Net current assets |  | 4,093,850 | 4,053,075
Total assets less current liabilities |  | 5,014,454 | 4,752,529
Creditors: Amounts falling due after more than one year | 15 | (53,023) | (59,759)
Provisions | 17 | (73,447) | (73,447)
Deferred tax liabilities | 11 | (139,507) | (79,638)
Net assets |  | 4,748,477 | 4,539,685
Capital and reserves |  |  |
Called up share capital | 19 | 1,450,000 | 1,450,000
Retained earnings |  | 3,298,477 | 3,089,685
Shareholders' funds |  | 4,748,477 | 4,539,685

Approved and authorised by the Board on 6 August 2026 and signed on its behalf by:

C L French
Director

Careroom Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Revaluation reserve £ | Retained earnings £ | Total £
At 1 January 2025 | 1,450,000 | - | 3,089,685 | 4,539,685
Profit for the year | - | - | 2,144,292 | 2,144,292
Dividends | - | - | (1,935,500) | (1,935,500)
At 31 December 2025 | 1,450,000 | - | 3,298,477 | 4,748,477

| Share capital £ | Revaluation reserve £ | Retained earnings £ | Total £
At 1 January 2024 | 1,450,000 | 100,000 | 2,500,896 | 4,050,896
Profit for the year | - | - | 817,789 | 817,789
Dividends | - | - | (329,000) | (329,000)
Other movements on reserves | - | (100,000) | 100,000 | -
At 31 December 2024 | 1,450,000 | - | 3,089,685 | 4,539,685

Careroom Limited

Statement of Cash Flows for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Profit for the year |  | 2,144,292 | 817,789
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 311,121 | 246,218
Finance income | 6 | (210,860) | (193,321)
Finance costs | 7 | 24,210 | 224,708
Income tax expense | 11 | 698,548 | 366,219
|  | 2,967,311 | 1,461,613
Working capital adjustments |  |  |
Increase in trade debtors | 14 | (868,556) | (495,862)
Increase in trade creditors | 15 | 1,622,821 | 201,989
Increase in provisions | 17 | - | 5,660
Cash generated from operations |  | 3,721,576 | 1,173,400
Income taxes paid | 11 | (287,432) | (121,838)
Net cash flow from operating activities |  | 3,434,144 | 1,051,562
Cash flows from investing activities |  |  |
Interest received | 6 | 210,860 | 193,321
Acquisitions of tangible assets |  | (532,271) | (397,004)
Proceeds from sale of investment properties |  | - | 100,000
Net cash flows from investing activities |  | (321,411) | (103,683)
Cash flows from financing activities |  |  |
Interest paid | 7 | (24,210) | (224,708)
Repayment of bank borrowing |  | - | (250,496)
Proceeds from other borrowing draw downs |  | - | 400,000
Repayment of other borrowing |  | (401,973) | -
Dividends paid | 21 | (1,935,500) | (329,000)
Advance of loan to group undertaking |  | (41,539) | -
Repayment of loan to group undertaking |  | 180,000 | -
Net cash flows from financing activities |  | (2,223,222) | (404,204)
Net increase in cash and cash equivalents |  | 889,511 | 543,675
Cash and cash equivalents at 1 January |  | 474,507 | (69,168)
Cash and cash equivalents at 31 December |  | 1,364,018 | 474,507

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Glover Centre
23-25 Bury Mead Road
Hitchin
Hertfordshire
SG5 1RT
England and Wales

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The business aims to reinvest heavily each year as part of its strategy to establish itself as a provider of choice for parents. The increase in turnover and an increase in operating profit this year have resulted in an increase in net assets to £5,171,542 from £4,539,685 in 2024.
The directors have prepared and reviewed a forecast and budget and are therefore satisfied that the accounts can be prepared on a going concern basis.
The business expects to be able to meet all its financial commitments for the next 12 months from the date of approval of these financial statements. The business is on target to meet its three year plan to substantially improve turnover and profitability.
The directors, therefore, consider it appropriate to continue to prepare the financial statements on a going concern basis.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of early years education exclusive of value added tax. Turnover is shown net of discounts. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for the company's activities.
Any payment received on account from parents is initially recognised as a liability. Subsequently, fees from parents are credited to the profit and loss account in the period that the services are rendered.
Any payment received from parents as a deposit is initially recognised as a liability and refunded when the child resigns from the nursery,

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Tax

The tax expense for the period comprises corporation tax and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted by the reporting date in the countries where the company operates and generates taxable income.

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are not discounted.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Buildings | 5 years straight line
Computer Equipment | 3 years straight line
Fixtures | 5 years straight line
Furniture | 4 years straight line
Kitchen Equipment | 4 years straight line

Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the Company’s share of the net identifiable assets of the acquired business at the date of acquisition. Goodwill on acquisitions of businesses is included in ‘intangible assets’. Goodwill is carried at cost less accumulated amortisation and any impairments. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life. The useful life of goodwill has been identified as 3 years based on the industry’s average customer retention period.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | 3 years straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

A provision is recognised when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.
A dilapidations provision is created on inception of a lease. These provisions are a best estimate of the cost required to return leased properties to their original condition upon termination of the lease. Where the obligation arises from ‘wear and tear’, the provision is accrued as the ‘wear and tear’ occurs. The effect of the time value of money is not material and therefore the provisions are not discounted.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Operating leases: The company as a lessee
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the lease term.
Operating leases: The company as a lessor
Amounts due from leases under operating leases are credited to income on a straight-line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The analysis of the company's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of services | 19,240,710 | 14,903,374

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 4 | Other operating income

The analysis of the company's other operating income for the year is as follows:

| 2025 £ | 2024 £
Miscellaneous other operating income | 74,060 | 72,243

| 5 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2024 £
Depreciation expense | 311,121 | 246,218
Operating lease expense - property | 1,121,013 | 1,020,270
Operating lease expense - other | 60,998 | 47,802

| 6 | Other interest receivable and similar income

| 2025 £ | 2024 £
Other interest receivable | 210,860 | 193,321

| 7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on borrowings | 21,213 | 60,226
Interest expense on other finance liabilities | 2,997 | 164,482
| 24,210 | 224,708

| 8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 9,663,480 | 8,221,397
Social security costs | 952,175 | 611,735
Pension costs, defined contribution scheme | 192,914 | 147,029
Other employee expense | - | 5,565
| 10,808,569 | 8,985,726

|  | Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

| 2025 No. | 2024 No.
Administration and support | 17 | 15
Nursery staff | 419 | 381
Directors | 6 | 6
| 442 | 402

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 285,722 | 286,416
Contributions paid to money purchase schemes | 9,000 | 9,202
| 294,722 | 295,618

During the year the number of directors who were receiving benefits and share incentives was as follows:

| 2025 No. | 2024 No.
Accruing benefits under defined benefit pension scheme | 2 | 2

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 92,163 | 99,033
Company contributions to money purchase pension schemes | 4,500 | 4,601

| 10 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 25,250 | 26,700

| 11 | Taxation

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 650,751 | 286,324
UK corporation tax adjustment to prior periods | (12,072) | 12,077
| 638,679 | 298,401
Deferred taxation |  |
Arising from origination and reversal of timing differences | 89,062 | 67,818
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | (29,193) | -
Total deferred taxation | 59,869 | 67,818
Tax expense in the income statement | 698,548 | 366,219

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 2,842,840 | 1,184,008
Corporation tax at standard rate | 710,710 | 296,002
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods | (12,072) | 12,077
Tax increase/(decrease) from effect of capital allowances and depreciation | 29,103 | (50,798)
Effect of expense not deductible in determining taxable profit (tax loss) | - | 41,120
Deferred tax credit from unrecognised temporary difference from a prior period | (29,193) | -
Deferred tax expense relating to changes in tax rates or laws | - | 67,818
Total tax charge | 698,548 | 366,219

Deferred tax

Deferred tax assets and liabilities

2025 | Liability £
Fixed asset timing differences | 139,507

2024 | Liability £
Fixed asset timing differences | 79,638

| 12 | Intangible assets

| Goodwill £
Cost
At 1 January 2025 and at 31 December 2025 | 1,936,089
Amortisation
At 1 January 2025 and at 31 December 2025 | 1,936,089
Carrying amount
At 31 December 2024 and 31 December 2025 | -

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 13 | Tangible assets

| Leasehold property and improvements £ | Furniture, fittings and equipment £ | Office Equipment £ | Site Reinstatement £ | Total £
Cost
At 1 January 2025 | 318,998 | 3,256,699 | 473,530 | 73,447 | 4,122,674
Additions | 356,892 | 148,985 | 26,394 | - | 532,271
At 31 December 2025 | 675,890 | 3,405,684 | 499,924 | 73,447 | 4,654,945
Depreciation
At 1 January 2025 | 102,243 | 2,918,168 | 361,038 | 41,771 | 3,423,220
Charge for the year | 110,603 | 137,671 | 59,475 | 3,372 | 311,121
At 31 December 2025 | 212,846 | 3,055,839 | 420,513 | 45,143 | 3,734,341
Carrying amount
At 31 December 2025 | 463,044 | 349,845 | 79,411 | 28,304 | 920,604
At 31 December 2024 | 216,755 | 338,531 | 112,492 | 31,676 | 699,454

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 14 | Debtors

| 2025 £ | 2024 £
Trade debtors | 35,925 | 87,830
Amounts owed by group undertakings | 5,367,942 | 4,995,543
Other debtors | 513,464 | 126,529
Prepayments | 361,251 | 338,585
| 6,278,582 | 5,548,487

Amounts owed by group undertakings include principle of £2,962,626 (2024 - £2,821,188) of which interest is charged on £2,219,087 (2024 - £2,119,188) at either 1% per month or based on the Bank of England base rate. The principle and interest is considered due within one year.

| 15 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 16 | - | 401,973
Trade creditors |  | 324,216 | 223,560
Social security and other taxes |  | 180,168 | 141,493
Outstanding defined contribution pension costs |  | 31,759 | 32,539
Other payables |  | 1,387,014 | 267,953
Accruals |  | 587,832 | 262,638
Corporation tax liability |  | 650,754 | 298,398
Deferred income |  | 387,007 | 341,365
|  | 3,548,750 | 1,969,919
Due after one year |  |  |
Other creditors |  | 53,023 | 59,759

Other creditors due after more than one year relates to rent-free periods in relation to operating leases where the Company is a lessee.

| 16 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | - | 401,973

Other borrowings included a principle of £400,000 which has been repaid in full in the financial year. Interest was charged at 15% per annum.

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 17 | Provisions

| Dilapidation provision £
At 1 January 2025 and at 31 December 2025 | 73,447

As part of the property leasing agreements, the Company is contractually obliged to repair any damage incurred during the life of the leases. The cost is charged to the profit and loss as the obligation arises. The provision is expected to be utilised as the lease agreements expire.

| 18 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £192,914 (2024 - £147,029).
Contributions totalling £31,759 (2024 - £32,539) were payable to the scheme at the end of the year and are included in creditors.

| 19 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 1,450,000 | 1,450,000 | 1,450,000 | 1,450,000

| 20 | Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 1,320,266 | 1,074,596
Later than one year and not later than five years | 4,472,306 | 2,357,718
Later than five years | 1,822,393 | 2,176,223
| 7,614,965 | 5,608,537

| 21 | Dividends

| 2025 £ | 2024 £
Dividends paid | 1,935,500 | 329,000

Careroom Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 22 | Related party transactions

Key management compensation

| 2025 £ | 2024 £
Other long-term benefits | 410,774 | 295,618

Key management personnel in the year are considered to be the statutory directors and other board members.

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

Summary of transactions with other related parties

During the year, the company paid rental expenses to a company which is controlled by the ultimate controlling party. The rental expenses amounted to £355,000 (2024 - £355,000).

| 23 | Parent and ultimate parent undertaking

The company's immediate parent is Murviel Trading Limited, incorporated in British Virgin Islands.
The ultimate controlling party is Maccarthur Investment Trust.