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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
CONTENTS
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
The Company’s principal activity is the provision of childcare services under the Busy Bees brand. The Company is a wholly owned subsidiary of Eagle Superco Limited and, the Company with fellow subsidiaries, is collectively referred to as the Busy Bees group of companies (‘the Group’). The principal activity of the Group is the provision of childcare services.
The Group, including the Company, have demonstrated resilience and the operational and financial performance of the business has been strong during 2025 although the Company has continued to experience an element of labour shortages, which has temporarily impacted our ability to deliver occupancy growth in certain locations. In addition, the Company has experienced inflationary cost pressures although these have been mitigated by fee increases.
Turnover for the Company for the year was £378.5m (2024: £316.0m) and EBITDA (as defined below) was £110.5m (2024: £83.7m). Profit for the financial year was £70.4m (2024: £45.6m). Turnover for the year has increased as a result of increases in fees. EBITDA and profit increased as a result of the increased turnover which was partially offset by increases in staff and other costs. The directors are satisfied with the financial position of the Company, shareholder’s funds were £270.1m at 31 December 2025 (2024: £199.7m). Key performance indicators for Busy Bees Nurseries Limited are places available and occupancy of those places. Average occupancy for the year ended 31 December 2025 was 66.8% (2024: 62.9%) being 17,563 full time equivalents (FTEs) (2024: 16,317 FTEs) on average places available of 26,285 FTEs (2024: 25,938 FTEs). The average occupancy in terms of FTEs increased year on year, with the places available having increased during the year for new centre openings. The directors are satisfied with each KPI. The directors expect the general level of performance to continue in the coming year, despite the challenges faced of the full year impact of the increase in national insurance contributions and the continued challenges in recruiting and retaining appropriately qualified employees, particularly centre-level qualified employees.
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Business review and future developments (continued)
EBITDA is an alternative performance measure but considered an appropriate performance metric by the directors as it is a good indication of the cash generated by the business. EBITDA has increased in the year as a result of an increase in operating profit. Operating profit has increased as a result of increased income from additional occupancy in excess of increased costs in the year.
There is an unlimited cross guarantee between the Company and other group companies in respect of bank borrowings. The Group has a Senior Facilities Agreement (“SFA”) in place with GBP and Euro Term Loan B (“TLB”) loans of £365.9m and €1,162.1m respectively at the time of signing the financial statements. On the 29 August 2025 an amend and extend process was completed on the Group's TLB loans to extend the term to February 2032. The TLB loans incur interest at SONIA + a margin and EURIBOR + a margin, dependent on the Group’s leverage ratio as reported by the Group to its lenders on a quarterly basis. For the majority of the year, the Group was incurring interest at SONIA + 4.50% on the GBP loan and EURIBOR + 3.50% on the Euro loan. At the time of signing these financial statements, the Group is incurring interest at SONIA + 4.5% on the GBP loan and EURIBOR +3.25% on the Euro loan. The RCF facility incurs interest on any amount drawn at SONIA + 3.50%. The Group has no amounts drawn of the RCF, but £19.0m held for guarantees and therefore has £131.0m of available RCF. In March 2026, the Group increased its Euro loan by €140m with the proceeds used to settle the RCF of £45.5m which had been drawn in January 2026 to fund acquisitions and repay a proportion of mezzanine financing held by the Group. The Group drew a further €90.0m Euro Loan on 29 May 2026 with this also used to repay a proportion of mezzanine financing held by the Group.
The Wates Principles provide a framework for the Group to not only demonstrate how the Board of Eagle Topco Limited, (an indirect parent of the Company) operates good governance (see page 7 for the Group’s framework) but also have regard to how the Board of Eagle Topco Limited determines the governance framework for the whole of the Group (including the Company) and ensure it complies with the Regulations’ other governance reporting regimes, including the Board’s application of their section 172 duty to promote the success of the Group (including the Company), as set out in the Companies Act 2006, along with wider stakeholder and employee engagement.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In discharging the section 172 duty, the members of the Board, the Board Committees and Group Management (to which the Board delegates authority for executive management of the Group) have had regard to the factors set out in section 172. Collectively and separately they consider the Group’s Vision, Mission and Core Values together with its strategic priorities, and have a process in place for decision-making which is aimed at ensuring decisions are consistent and predictable. Explanations and examples of how the section 172 factors have been considered are set out below: 1. The likely consequences of any decisions in the long-term The Board’s decision making is focussed, in the long-term, on the Group’s mission and vision. The Group strategy supports this mission and vision and is underpinned by the Group’s strategic priorities. The Group’s core values support how the Group, Group Management and its employees operate in delivery of the Group’s mission, vision and strategy. The Group’s strategy also applies to the Company.
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Section 172(1) Statement (continued)
Safeguarding and Safety The safeguarding and health and safety of young children in our centres is the Group’s highest principal risk and the Group’s number one priority. Reflecting this, the Board has spent considerable time evaluating the framework under which the Group manages safeguarding and safety of young children to ensure this remains fit for purpose. This included several internal audit reviews over the Group’s safety and safeguarding risks and framework. The findings from these reviews were reported to the Group’s Safeguarding Committee Board (a Group Management committee) (“GSB”) and the Board. In reviewing this information, the GSB and the Board also considered stakeholder needs and priorities including the protection and safety of children within the Group’s care and the reputational risk from potential safeguarding and safety incidents. The review identified areas for improvement and investment is being channelled into implementing a global incident reporting and monitoring tool and increasing consistency in controls across the divisions. Development of the Group’s strategy and five year plan
The Board has spent considerable time during 2025 considering and approving the development of the Group’s strategy which is reflected in the Group’s five-year plan, of which the Group’s 2026 operating plan forms the first year. Group Management have developed the Group’s strategy and in doing so have engaged with division management, investors, employees and external advisers. As part of the process to consider and approve the Group’s strategy the Board have considered longer term risks and opportunities on a global and country basis. The presentation of the Group’s strategy to the Board (including the Group’s investors) included a detailed financial forecast for each division broken down by country and detail on the assumptions that underpin forecasts, including a consideration of the impact on the Group’s key stakeholders. Market and strategic commentary for each division and country is also provided. The Board have reviewed the Group’s strategy to ensure it supports the Group’s overall mission and vision.
The preparation, consideration and discussion around the Group’s strategy focusses on balancing different stakeholder needs and priorities. The Group’s mission, to give every child the best start in life, requires a balancing of priorities and objectives, with the desire to grow the business (in the interest of our investors and the long-term sustainability of the Group) balancing with strategies around investment in our centres, including environmental measures, strengthening workforce capability and retention, responding to cost and wage inflation pressures and developing our curriculum and tools.
Management of cyber risk
During the year, in response to an increase in cyber risk and as part of the Group’s risk management process, the Group undertook an internal and independent external review of its management of cyber risk. The findings from these reviews were reported to the Board. In reviewing this information, the Board also considered stakeholder needs and priorities including the protection of customer and child information and the reputational risk from a potential cyber breach. As a result of the reviews and considering stakeholder needs, a material long term investment was made in further protecting the Group against cyber risk. In addition, controls for managing cyber risk have been centralised to the Group IT department where this was previously the responsibility of divisional management.
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Section 172(1) Statement (continued)
2. Other section 172 considerations The below cross references to the relevant area of the Corporate Governance Statement or the Directors' Report for compliance with other section 172 consideration by the Board. The interests of the Group’s employees:
∙Stakeholder Engagement – Workforce - page 15
∙Remuneration - page 17
The need to foster the Group’s business relationships with suppliers, customers and others:
∙Stakeholder Engagement – Investors, Parents, Suppliers, Lenders, Sector Stakeholders – government and other regulatory bodies - page 14
The impact of the Group’s operations on the community and environment:
∙Stakeholder Engagement – Community and environment - page 16
The desirability of the Group maintaining a reputation for high standards of business conduct:
∙The Board – Purpose, vision and leadership - page 8
∙Opportunities and Risk - page 12
The need to act fairly as between members of the Group:
∙The Board – Purpose, vision and leadership - page 8
∙Stakeholder Engagement - page 14
∙The consequences of decisions in the long term - page 2
The Corporate Governance Statement on pages 7 to 17 (including Stakeholder Engagement) contains a statement summarising how the Board has engaged with the employees of the Group during the financial year and a statement summarising how the Board has engaged with other key stakeholders, including investors, customers, suppliers and lenders during the financial year.
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
People risk
The Group and Company has a principal risk around the retention of employees, particularly centre-level qualified employees, and the impact and likelihood of this principal risk materialising has reduced for the Group in the last year. The impact of this risk is defined as the Group and Company not achieving the desired business performance, growth and quality as the Group and Company may not have enough suitably qualified employees to operate at the desired level or grow occupancy, and replacement employees may have less experience. Alongside this, the Group and Company has a risk with respect to reward levels, as there continues to be some upward cost pressure on wages due to a competitive recruitment market, government wage legislation and wider macroeconomic pressures in some locations. Increased costs are built into operating plans. In response to these risks the Group and Company monitors the operational and financial impact of key people related KPIs such as attrition and employee engagement, and wage increases closely and takes appropriate action as needed. The Group has run an education and training programme in the UK, Asia, North America and Australia and is planning to implement a global learning management system to support these activities. This not only allows the Group to efficiently offer high quality training to employees (supporting retention), but also to bring through a pipeline of suitably qualified employees to meet demand and address this risk. There has been an investment in the number of apprentices and trainees recruited across the Group and Company and changes to the wider recruitment processes to allow these to be more efficient and effective. At the start of 2026 the Group made a further investment in employees’ remuneration as well as enhancing benefits around recognition and long service to support retention. As a result of these activities the Group has seen an improvement in retention rates year on year, reducing these risks. Credit risk The directors manage the credit risk in the Company by requiring the majority of the parents whose children attend the Company’s nurseries to pay in advance and by carefully managing receivables exposure on all parents. Liquidity risk The Group and Company have a policy of maintaining larger cash balances than are required for working capital purposes 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 company has excess liquidity and is well placed to pay any suppliers as they fall due. The Company’s funding requirements are under constant review. All funding is carried out through Eagle Bidco Limited or other UK group related companies either on a short term loan basis or through the cash pooling arrangement. The risks detailed below are those that are considered to effect the Group and are deemed relevant to this Company. Market risk Aside from the key risks facing most businesses, for example those of reputation and competition and market change, the Group, and therefore the company, considers its key risks to be as follows:
∙safeguarding and safety for young children at our centres. The Group has a Group Safeguarding Board (“GSB”), a Group Chief Quality Officer and Safeguarding Lead (“CQO”) and Divisional Quality, Safeguarding and Safety teams that define policy and procedures and monitor and report compliance performance by the operational teams. The Group has safeguarding and safety protocols to monitor and take action in respect of safeguarding and safety risks, which is overseen by the CQO and GSB. The Group has seen increased stakeholder focus on safeguarding and safety, with incidents across the industry attracting greater public, political and regulatory scrutiny of standards, with increased risk of regulatory change and potential litigation. The Group continues to prioritise its focus on this risk, investing in a global incident management tool and in line with continuous improvement is reviewing controls and increasing consistency across the Strategic Business Units (SBUs).
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BUSY BEES NURSERIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
Market risk (continued)
∙change of government policy and the implementation of policy at a divisional level, including free entitlement funding. The Group actively engages in many of the countries it operates in with government at a ministerial, civil service and local level and periodically reviews its compliance with policy and funding requirements. Any changes to the legal and regulatory environment are captured as emerging risks through our risk management process with identified owners and action plans to ensure compliance when the changes come into effect. Our external legal advisers also provide detailed reviews in respect of existing and upcoming legislation that may affect the Group both operationally and financially. A failure to support changing regulatory standards or achieve compliance with conditions could lead to unanticipated regulatory action, penalties or sanctions, as well as damage to our reputation. The Group continuously monitors this risk and does not presently foresee a change that would have a sustained material impact on the Group.
∙cyber-attack/(s) on our IT environment leading to loss of personal data and Company information, as well as ongoing disruption to business operations. This risk has increased across all sectors in the last year and there have been observed high profile cyber security events around the world. The Group has further invested in monitoring tools and controls to manage risks, and increased the rate of ongoing training and the regular stress testing of its IT systems.
∙we continue to manage the medium to longer term impact of the wider economy (in relation to war and conflicts, the risk of recession, cost of living, inflation and increased cost of supplies and utilities, market interest rates) on the affordability of childcare. We have responded to these external factors with some consolidation of our supply chain to capture more economies of scale, which have helped stabilised this risk during the year.
We do not believe there is any short-term material risk to either our customer base, our workforce or our supply chain other than those described separately above.
In preparation of the financial statements, the directors have made an assessment of the Company’s ability to continue as a going concern. After making enquiries and taking account of the factors set out in note 1.3 of the financial statements, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the annual report and financial statements.
This report was approved by the board and signed on its behalf.
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BUSY BEES NURSERIES 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.
Details of the Directors’ assessment of future developments, going concern, engagement with stakeholders including employees, suppliers, customers and others and financial risks are set out in the strategic report.
The profit for the year, after taxation, amounted to £70,413,000 (2024: £45,635,000).
The directors do not recommend payment of a final dividend (2024: £nil). No dividend has been paid since the year end.
The Group has had the following post balance sheet events. These have an impact on the Company and its subsidiaries:
∙On 23 February 2026 the Group agreed with its lenders to raise a further €230.0m under its Euro TLB loan. €140.0m of this amount was drawn on 9 March 2026 with the proceeds used to settle £45.5m of drawn RCF, with the remainder used to settle a proportion of mezzanine financing held outside of the Group. The remaining amount agreed as part of this raise, being €90.0m, was drawn on 29 May 2026 and was used to settle a further proportion of mezzanine financing within the Group.
The directors who served during the year and up to the date of this report were:
The Company has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the year and remain in force at the date of this report. The provisions made by the Company are in force for the benefit of one or more directors of associated companies.
The Group endeavours to follow high standards of corporate governance, with the board of Eagle Topco Limited (“Board”), an indirect parent company of the Company, determining the governance framework for the whole of the Group, including for the Company. The Board has considered the Companies (Miscellaneous Reporting) Regulations 2018 (the Regulations) for the year beginning on 1 January 2025, including the requirement to state which corporate code it has applied.
Noting the above, the corporate governance statement in this section is extracted from the financial statements for Eagle Topco Limited, with the governance framework adopted by the Board applying to the whole Group, including the Company. The Board of Eagle Topco Limited comprises: R Roger (Independent Chair, appointed 31 March 2025, Chair from 1 September 2025) R M Walker (Non-executive Director) S A Irons (Executive Director - resigned 7 July 2025) R E Williams (Investor nominated Non-executive Director - resigned 7 July 2025) D Aberg (nee Kowalska) (Investor nominated Non-executive Director – resigned 22 September 2025 but reappointed 16 July 2026)
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Governance framework (continued)
J S Holbrook (Independent Non-executive Director)
S E Yates (Investor nominated Non-executive Director) N J Jansa (Investor nominated Non-executive Director) P D Gowers (Executive Director- appointed 7 July 2025) C Castellucci (Investor nominated Non-executive Director - appointed 28 April 2026) S R Bailey (Independent Non-executive Director - appointed 1 July 2026) Purpose, vision and leadership The Group continues to apply the Wates Corporate Governance Principles for Large Private Companies (published by the Financial Reporting Council (FRC) in December 2018 and available on the FRC website) (the Wates Principles). The Wates Principles provide a framework for the Group to not only demonstrate how the Board makes decisions for the long term success of the Group and its stakeholders (see Stakeholder Engagement, on page 14-17), but also have regard to how the Board ensures the Group complies with the requirements of Section 172 of the Companies Act 2016. Our reporting against Section 172 of the Companies Act 2016 has been included on page 2. The Board determines the long-term strategy, direction and performance of the Group. The Group’s mission is to give every child the best start in life with a vision to be the leader in high quality, affordable early years education. The Group’s strategy supports this mission and vision and is to create a unique Busy Bees system based on our worldwide insights that delivers superior child outcomes, parent experiences and operational results. Underpinning this strategy, in addition to our enduring priority to ensure a safe and secure environment for the children in our care, are three strategic priorities, being:
∙to strengthen our service for parents and children
∙invest in our teams and tools for them to be at their best
∙create a data-driven, more efficient back office and expansion plan
The Board is responsible for ensuring that the Group’s strategy and culture is aligned with its mission and vision, supported by its Values of “Care, Service, Quality and Value”. The Group’s vision, mission and values were established, under the Board’s direction, to underpin the Group’s strategy, decisions and culture. These are codified in the Group’s Code of Conduct, and form the basis of all other Group policies, all of which are distributed to employees as part of their training programmes and are included as part of any new employee induction process.
The Group’s Code of Conduct sets out that the Group insists on upholding the highest standards and ethics at every level of the business. The Code of Conduct sets out expectations for employees and requires them to always operate with integrity and honesty when representing Busy Bees. This policy, and all other Group policies, is supported by the Group Speak Up policy, which sets out the action employees are expected to take if they have a concern about something they see or hear that is in breach of the Group’s policies. This policy is further supported by the Group’s Speak Up, third party helpline which allows employees to raise concerns through an independently operated, helpline available 24/7, 365 days a year.
During 2025, the Group continued to communicate its strategy and messages to all key stakeholders. Communication to the Group’s keys stakeholders has continued through the Group’s management structure and via frequent Company-wide communications and meetings.
Board composition
There are currently seven members on the Board. The Board comprises a Chair, one executive director (the Group Chief Executive), three investor nominated board members (who are non-executive Directors), and two other non-executive Directors, one of whom is independent.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Governance framework (continued)
Board composition (continued)
The size and structure of the Board is framed by the investment agreement in place between the Group’s investors (Investment Agreement), with Ontario Teachers’ Pension Plan (OTPP), which holds a controlling interest in the Group, entitled to appoint such number of non-executive Directors as it chooses, as well as the Chair and an independent non-executive director. Esta Investments Pte Ltd (Temasek), OTPP’s co-investor in the Group, is entitled to appoint one non-executive director to the Board.
The Chair sets both the annual agenda and the agenda for each Board meeting and encourages an open and constructive debate at Board level. The Group Chief Executive is responsible for the implementation and delivery of the strategy agreed by the Board.
The Board maintains a Board composition summary, which reviews and considers the skills and experience the various Board members bring to decision making. Diversity of background, experience and skillset at Board level is important to the Group and the need to achieve balance of views and influence is key (and considered by reference to the composition summary) when appointing new members to the Board.
The Chair and non-executive Directors bring judgement on key issues affecting the Group and its business operations, including strategy, performance, resources (including key appointments) and standards of conduct. They also bring experience in branding, marketing, M&A, international growth, accounting, talent management and government policy, in addition to perspectives and challenge from outside the sectors in which the Group operates.
The Board has one independent non-executive director, J S Holbrook. J S Holbrook, the Chair, R Roger, and R M Walker are independent of the Group’s executive management. J S Holbrook is free from any business or other relationships that could materially interfere with the exercise of their judgement. The size and composition of the Board is considered to be appropriate with all members contributing to a wide variety of experience. The Investment Agreement also entitles OTPP and Temasek to invite observers to Board meetings, which they did regularly during the year, to provide a further combination of skills and judgement. Each member of the Board is required to make the Board aware of any significant commitments outside the Group. They are also required to notify the Chair if they become aware of actual or potential conflict situations, or situations which might impact the time they are able to devote to their directorship role for the Group.
Both the non-executive Directors and the Board observers meet regularly with the Group’s management team to ensure they understand the needs of the business and stakeholder interests. These meetings, where possible, include visits to the Group’s centres, both in the UK and overseas and allows the Board to be made aware of a wide range of topics impacting the business. There is an induction programme for all new members of the Board, which is tailored to their specific experience and knowledge and which provides access to all parts of the business. During the year new members of the Board had an induction programme that included meeting key internal and external stakeholders.
The Chair, with support of the Board, conducts an annual informal evaluation of the effectiveness of the Board, looking at the leadership of the Chair (in setting the agenda and directing discussions), the composition and skillset of the Board as a whole as well as specific matters such as review of risk, management accountability, financial performance and talent management. The Board considers these assessments important in the identification of key areas for future improvements, focus and for strengthening its overall performance, with assessments shaping the annual agenda for Board meetings in the following year. A Board effectiveness evaluation was completed during the year, and a number of actions and areas for improvement identified. The review highlighted a need for improved data and reporting of key risk indicators, strategic performance levers and insight and a wish to add additional expertise in safeguarding and childcare to the Board. These areas of improvement have been taken forward to implement.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Governance framework (continued)
Director responsibilities
The Board is responsible for creating the framework within which the Group operates and is collectively responsible to the Company’s investors for the direction, promotion and oversight of the Company to ensure its long-term success. It provides leadership for the Group, setting standards. Other core activities include monitoring performance and approval of material business development (including through acquisition) and commitments. The Investment Agreement dictates matters which are subject to OTPP nominated director or investor (OTPP) consent and sets out the terms of reference for Board committees. Matters which must also receive the consent of the OTPP investor director and/or OTPP include:
∙Structure and capital;
∙Approval of dividends;
∙Acquisitions, disposals and surrender of assets;
∙Financial and accounting controls;
∙Material projects and contracts; and
∙Group business plan.
The Board delegates authority for the running of the Group’s business to the Group Management team, led by the Group Chief Executive Officer. A biography for each member of Group Management can be found on the Group’s website at https://www.busybeeschildcare .co.uk/management -team.
The Board has an annual calendar of meetings, with the timetable set in the preceding year to ensure that at least six meetings are held, as required by the Investment Agreement. An outline agenda is set at the start of the year, with standing agenda items including:
∙Group Chief Executive Introduction.
∙A report on safety, safeguarding matters and risk.
∙The Group performance review presented by the Group Chief Executive’s on strategic and business developments.
∙The Group Chief Financial Officer’s (“Group CFO”) report which includes commentary on financial performance.
On a cyclical basis, the Board agenda will also include detailed assessments of Group strategy, business plans, governance, strategy specific deep dives into Group divisions and, where applicable, reports from the Board committees. Board meeting papers (including the meeting agenda) are circulated in good time prior to Board meetings to allow the Board members time to review in advance. Board meeting papers include a board update, providing a summary financial and operational update for the Group. In addition to Board meeting papers the Board receives regular and timely information (at least monthly) on all key aspects of the business including safeguarding and safety matters, people, risks and opportunities, the financial performance of the business, strategy, operational matters, market conditions, supported by Key Performance Indicators (KPIs).
Key financial information is collated from the Group’s accounting systems. The Group’s finance function is appropriately qualified to ensure the integrity of this information and is provided with the necessary training to keep up to date with regulatory changes. The Group’s financial controls are reviewed by the Group’s risk and internal audit function which consists of two individuals. The Group also engages professional services firms as internal audit co-source partners to provide specialist and additional support as required. During 2025 the Group continued an ongoing project to review the robustness of the Group’s key financial controls with the Group’s internal audit function providing actions on how these key controls can be standardised and improved over time. The internal audit team’s annual plan also includes reviews of Governance and Compliance confirmations, operational audit topics and IT. The results of reviews are provided to the Audit Committee.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Governance framework (continued)
During 2025 the Board:
∙Received regular and detailed reports on safeguarding and safety, people strategy and cyber security across the Group.
∙Approved the annual report and accounts for the Group for 2024.
∙Approved the Operating Plan for 2026.
∙Approved the Group’s Strategic five-year plan.
∙Approved the Group’s amend and extend process of its external bank borrowings.
∙Approved the acquisitions included and reviewed pipeline acquisitions.
∙Approved the disposal of the Group’s Italian operations.
∙With the assistance of the Audit Committee, reviewed and approved the Group’s risk register, prepared by Group Management, taking account of the level of risk and the steps implemented to mitigate impact.
∙Was briefed regularly as to whether any environmental, safety or governance issues had arisen, along with the action taken and the related risk mitigation steps.
∙Progress against the Group’s environmental strategy and initiatives were presented and approved, with next steps agreed.
∙Received regular and detailed reports on the Group’s operating and financial performance in each division, with divisional management given the opportunity to present to the Board.
∙Progress on the development and deployment of a Group wide curriculum.
∙Progress on the project to replace its nursery management system in the UK.
The Board also delegates some of its functions to Board sub-committees: The Audit Committee and the Remuneration Committee.
Audit Committee
As of 31 December 2025, the Audit Committee members include the Group Chair, one investor appointed member, who is also a non-executive director of the Board. There is a further two non-executive directors of the Board, one of which is independent and also chair of the Audit Committee. The members of the Audit Committee who served during the year are:
∙R Roger (Chair)
∙R M Walker (Non-executive Director)
∙J S Holbrook (Chair of the Audit Committee, Independent Non-executive director)
∙S E Yates (Investor nominated Non-executive director)
∙D Kowalska (Investor nominated Non-executive director - resigned 22 September 2025)
The terms of reference for the committee are as follows:
∙To monitor the integrity of the financial statements of the Group, reviewing significant financial reporting judgements contained in them.
∙To review the Group’s internal financial controls and the Group’s internal control and risk management systems.
∙To establish and monitor and review the effectiveness of the Group’s internal audit function.
∙To make recommendations to the Board in relation to the appointment of the Group’s external auditor and to approve the remuneration and terms of engagement of that external auditor.
∙To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements.
∙To develop and implement policy on the engagement of the Group’s external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by that external audit firm.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Governance framework (continued)
Audit Committee (continued)
∙To report to the Board on the above, identifying any matters in respect of which it considers that action or improvement is needed, and making recommendations as to the steps to be taken.
∙To require the attendance before it of any officer or employee of the Group or division and to obtain (at the cost of the Group) legal or other professional advice in respect of any matters within its terms of reference.
The Audit Committee also reviews risk across the Group and has responsibility within its terms of reference to review the Group's risk management process. The Audit Committee reviews the Group’s risk register and the financial and governance controls (detailed in Opportunities and Risk on page 12), including risks associated.
Remuneration Committee
The Remuneration Committee members include the Chair (who also acts as Chair for this committee), the Independent Non-executive director and one investor appointed member, who is also a non-executive director of the Board. The current members of the Remuneration Committee are:
∙R Roger (Chair)
∙N J Jansa (Independent Non-executive director)
∙S E Yates (Investor nominated Non-executive director)
∙R E Williams (Investor nominated Non-executive director)
∙J S Holbrook (Independent Non-executive director)
The terms of reference for the committee are as follows:
∙To determine and action on behalf of the Group all matters concerning:
°the salary and other remuneration and benefits (including bonus, share incentive and pension arrangements) and terms and conditions of employment of the Group’s senior employees (including Group Management), including, without limitation, salary reviews and the setting of bonus levels and performance targets).
°the appointment or dismissal (and terms of appointment or dismissal) of a senior employee (including a member of Group Management but excluding the Board of Directors).
°any employee share-based remuneration schemes.
∙To amend or take actions under any agreement in place between a member of the Group and a senior employee (including Group Management).
Financial risk management objectives and policies
Financial risk management objectives and policies are disclosed within the strategic report on page 5.
Opportunities and Risk
Long term strategic opportunities are reviewed by the Board as part of the Group’s annual Operating Plan review, presented to the Board before the start of every year and on a cyclical basis through the Group’s five year strategy plans. This review will consider key drivers for growth of the Group and improvement in Adjusted EBITDA, including growth through development of new centres and acquisition, integration of acquired businesses, centre fees, occupancy and child to staff ratios in each country, childcare quality, the investment in and management of people and the supply chain. The review also identifies key future opportunities, including: leveraging of new digital systems and technology investment (for efficiency saving), and other market differentiators such as the development of curriculum frameworks and other tools to improve the parent proposition and therefore brand recognition and occupancy, and the impact of new funding regimes in divisions.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Opportunities and Risk (continued)
The Group recognises that risk management is an essential activity for the Group, supporting the achievement of its strategic objectives. The Board and Group Management look to identify, assess and manage the key areas of risk on a proactive basis, embedding risk management into the culture of the Group without introducing unnecessary bureaucracy. The aim for the risk management framework is that it is fit for purpose.
For effective risk management the Board ensures that there is a robust and formalised process across the Group. The policies that underpin this process support the Group, across all the divisions, to manage risk. The Board gives ownership of the identification and management of risk to Group Management, with risks highlighted to and considered by the Board, and further by the Audit Committee on behalf of the Board, including mitigation actions and controls and the risk management systems as a whole.
The Group uses Group financial controls and governance questionnaires and confirmations both of which were reviewed and updated during 2025. The financial controls questionnaire and confirmation (FCC) requires each divisional management team in the Group, on a quarterly basis, to confirm compliance with the Group’s financial policies and to disclose any areas of concern that the Group should be aware of, highlighting areas that require further discussion and actions to remediate. The FCC is designed to document the divisional level confirmations required by the Board and to enable the divisions to highlight areas of risk.
The governance and compliance confirmation (GCC) requires each division in the Group, on a bi-annual basis, to confirm compliance with the Group’s policies and compliance with applicable law and regulation and to disclose any areas of concern that the Group and Board should be aware of, highlighting areas that require further discussion or investigation and remediation. The compliance section includes a series of statements relating to compliance with Group policy and applicable laws and regulations, including in relation to bribery and corruption, data protection, modern slavery, anti-fraud, the Code of Conduct, financial policies and procedures, any litigation and audit and non-audit related work.
Group Management maintain a Group risk register, with risks scored based on likelihood and impact on the Group and have a process in place to identify emerging risks, and consider the action required to manage the risk to an acceptable level. The register is presented and considered, including management actions required, and reviewed at every Audit Committee meeting and every other Board meeting. Financial and operational controls are reviewed by the Group’s Risk and Internal Audit function which consists of two individuals and is supported by co-source partners to provide specialist and additional support as required.
Commencing in 2025 and continuing into 2026, Group Management is further improving the Group’s financial controls, by aligning them under standardised Group definitions where appropriate. The Group’s Risk and Internal Audit function have and will continue to provide an opinion on the design, implementation and operating effectiveness of the Group’s financial controls, and have and will, test a sample of the Group’s key financial controls annually, working through all the Group’s key financial controls over a three-year period.
The Group has internal policies, training and procedures in place to ensure compliance with the Group’s Code of Conduct and its other global policies, including Anti-Bribery and Corruption and anti-facilitation of tax evasion, Modern Slavery, Speak Up and the Reporting of Serious Incidents. Group employees have access to these policies, where appropriate with mandatory training in place (in many cases via e-learning) to underpin compliance with best practice. The ‘Reporting of Serious Incidents’ policy highlights to the divisional management teams the need to report serious incidents to the Board (including those with a potential reputational impact on the Group), with risk mitigation actions to be explained as part of the reporting process.
The Group operates a Speak Up policy, with a supporting independent helpline to allow employees (and other key stakeholders) to confidentially raise any concerns about conduct. The Speak Up policy is distributed to all employees annually, with supporting appropriate training on the key elements of the policy.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Environmental, Social and Governance (ESG)
The Group’s environmental strategy focuses on reducing carbon emissions with a target to achieve net zero carbon by 2040, reducing energy and material consumption and improving procurement traceability. The Group’s social strategy includes a commitment to continue to deliver outstanding early years education, build upon our diverse and inclusive workforce, and to continue to support families in crisis as well as charity and community partners. We aim to continue to deliver exceptional governance across the Group and our governance programme, policies and procedures exist to help hold us accountable. As the Group grows and makes further acquisitions, our governance programme helps to maintain the cohesiveness of our organisation.
The Board are responsible for the approval of the Group’s ESG strategy and the Group’s annual ESG performance and will continue to monitor performance in this area both separately at specific Board meetings and through inclusion of the ESG strategy in the Group’s strategic plan. Group Management are responsible for the delivery of the ESG strategy.
To measure our performance, we have set a baseline in terms of how we are currently performing across environmental, social and governance as a Group. External support was sought to help Group Management to develop the ESG strategy on behalf of the Board and align the Group’s ESG strategy to the UN SDGs. The independent Non- executive director has been nominated as a Board sponsor.
Stakeholder Engagement
The Board promotes accountability and transparency with all external stakeholders and with representatives of government and other opinion leaders, whilst maintaining an open and visible presence in the media. The Board understands that good governance and effective communication are essential on a day-to-day basis to deliver the Group’s Vision and to protect the Group’s brand, reputation and relationships with all stakeholders including investors, customers, employees, suppliers, lenders and the wider community.
The Group has management teams across five divisions (Europe, North America, Asia, Australia and New Zealand), with governance of the business across the divisions, including engagement with stakeholders, delegated to a large extent to Group Management, led by the Group Chief Executive and the respective regional Chief Executives. This delegation is subject to a documented DOA, with defined authorities and levels, which are subject to regular review. Group Management carefully consider the impact of any decision making, in respect of their divisions or the wider Group, and the consequences for affected stakeholders. This is, in large part and where possible, achieved by discussing the decisions with relevant stakeholders and balancing the different and sometimes conflicting positions.
Group Management report regularly to the Board on key decisions taken to enable the Board to review and monitor the effectiveness of their decision-making, in particular that sufficient balanced consideration is given to stakeholders. The Board is also kept informed of stakeholder views through the information prepared for and shared regularly with the Board, detailed in Board Information on page 8.
Details of how our key stakeholders and how we engage with them are detailed below.
Investors
The Chair and the Investor Directors ensure that the Board and the Group is made aware of the views of the significant investors and the issues relevant to them. The Group attaches significant importance to maintaining an effective engagement with investors to ensure a mutual understanding of investor and Board objectives and to deal with issues of concern. Communication on matters requiring Investor consent is led by the Chair and the Group Chief Executive. The Board and Group Management are also aware of and comply fully with the investor information requirements detailed in the Investment Agreement. The Board engage with investors through a number of formal Board and Committee mechanisms and in addition have a good working relationship with open communication between the Board, Senior Management and OTPP and Temasek.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Stakeholder Engagement (continued)
Parents, guardians and children
The Group and Company's vision and mission continues to put children and their development outcomes, along with their parents and guardians, as a key priority of our business. Our vision is to deliver high quality, affordable early years education through and engaging and personal customer experience not only for the children in our centres, but also for parents and guardians to ensure they feel connected to and are engaged with the business from initial enquiry through to their child’s exit to school. The Group engages with parents through a range of communication channels designed to ensure that delivery of the Group’s vision remains closely aligned with the priorities and expectations of its parent community.
Following enrolment, parents are supported through communication channels including dedicated parent-facing, phone-based applications. These app platforms are designed to strengthen emotional connection with parents, centre teams and educators through facilitating the timely and transparent sharing of information relating to children’s development, billing and childcare payments, and their overall Busy Bees experience. In 2025, the Group entered into a partnership with Famly to develop a bespoke version of its UK application, aimed at further enhancing parental engagement, communication and satisfaction. Following a successful pilot, the app was rolled out to all centres and parents through the second half of 2025, to be completed in 2026.
Parent satisfaction is monitored through Net Promoter Scores (“NPS”), which are tracked in real time across two core measures: New Parent Onboarding (0–90 days) and Ongoing Relationship (90 days+). Introduced in 2021, NPS is now fully embedded across all key markets and countries in which the Group operates. This provides Operational and Marketing Support teams with daily insight into parent satisfaction, key areas of importance and emerging themes. The system also provides a centrally governed, actionable feedback loop, enabling Centre and Operational teams to respond directly to individual parent feedback and to foster strong, personalised relationships with parents.
From the outset of a parent’s journey, the Group’s customer relationship management (“CRM”) programmes enable tailored communications to support the enquiry and onboarding process. These systems allow both operational and marketing communications to be delivered centrally or at centre level. The CRM operates in conjunction with the Group’s childcare management systems, ensuring parents receive timely and relevant information, including updates on operational matters, changes in Government guidance, and the safety measures in place to protect children and educators.
Workforce
The Group and Company values its workforce and considers its people to be our most important asset. We believe in supporting and investing in everyone who works with us, key to this is open communication with our people and to provide a platform for them to have a voice. Since November 2021, we have rolled out an employee engagement surveying process which comprises the annual engagement survey, pulse surveys, onboarding surveys and exit surveys. This has given the management team real insight into how people who work for Busy Bees feel about their employee experience at both Group and local level.
Engagement surveys are managed at a local level to ensure actions address the feelings and sentiments of countries and divisions, with some consistent feedback leading to action by the Group. In addition, the Group focuses on creating an environment of continuous listening with its workplace feedback processes. This includes focus groups, listening sessions and general feedback received from managers. The Group has an independently administered whistleblowing helpline, ‘Speak Up’, which allows the workforce and other stakeholders to raise concerns if required.
During 2025 management meetings were held across the Group, attended by Group Management, including divisional management. The meetings facilitated the communication of key business and operational matters and strategic priorities also gave employees an opportunity to ask questions about the business, its strategy, and objectives, with the outcome disseminated through the business through the management structure. Group Management, including divisional CEOs met in person in September and November 2025 for strategy building sessions and discussions on the Operating Plan for 2026, and the five year plan.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Stakeholder Engagement (continued)
Suppliers
Suppliers are managed by divisional management on a divisional basis, with the Board briefed regularly on significant supplier relationships, including landlords. Suppliers are important to our business because a steady supply of great value and quality goods and services enables our centres to deliver continuity of service to our children, parents and guardians.
We have a Group Procurement Policy, a responsible procurement commitment including ethical, social and environmental matters. We recognise the importance of good supplier management and are proactive in how we handle them. We are focused on ensuring we meet our payment terms with suppliers and measure payment practice reporting where this applies.
We have an established procurement process that ensures suppliers go through a level of diligence prior to being onboarded.
In the UK, we also assess prospective suppliers’ ESG credentials giving preference to suppliers who are actively working to reduce their impact on the environment, and this process will continue to be developed across all our territories. We mandate suppliers to reduce packaging to the bare minimum.
Sector Stakeholders – government and other regulatory bodies
As a leading childcare provider in the UK, the Group and Company places significant emphasis on its engagement with government representatives (local and central) as well as the key related regulatory and sector organisations. The Group engages in the divisions it operates in, with government at a ministerial, civil service and local level and regularly reviews its compliance with policy and funding requirements. Any changes to the legal and regulatory environment are captured as emerging risks through our risk management process with identified owners and action plans to ensure compliance when the changes come into effect. Our external legal advisers also provide detailed reviews in respect of existing and upcoming legislation that may affect the Group. A failure to comply could lead to unanticipated regulatory penalties or sanctions, as well as damage to our reputation. The UK has a dedicated government relations officer, and similar roles and responsibilities exist across the rest of the Group as well as dedicated support around external affairs. The Government relations officer or equivalent will lead the interaction with country governments, to share knowledge, challenges and issues on behalf of the Group and the wider sector.
The Board receives regular reports on all engagement with government across the Group, with the impact of external factors such as regulation of the sector and government funding of the sector reviewed and considered when making decisions around short term and long-term strategy for the Group.
Community
The Company engages with the community both centrally and locally, with Centre Directors given the autonomy to engage with their local communities to support local causes and issues.
The UK continues to support Children In Need, and we recognise that we have a crucial responsibility to all the local communities within which we operate. It is important our business and our employees continue to set role model examples for all the children in our daily care and at such a critical point in their early years development.
Key social and community initiatives are reported to the Board as part of the regular reporting structures in place.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Stakeholder Engagement (continued)
Lenders
The Group, through Group Management, provide our bank lending syndicate with a quarterly covenant compliance certificate and quarterly accounts to ensure they are kept informed of business activities and progress. On an annual basis, the Group Chief Executive and the Group CFO hold a lender presentation to provide them with an update on the Group and its strategy (both financial and operational) for the coming year. This has been supplemented during the year when the Group amended and extended its debt facilities.
The Group CFO often attends lender conferences and the team also maintains regular ad hoc dialogue with the lending syndicate throughout the year (predominantly through the agent) to inform them of acquisitions and any other material changes in the business.
Remuneration
Executive Pay
The Group’s remuneration structure for senior employees is set by the Remuneration Committee – see the composition of the committee and terms of reference above. The Remuneration Committee’s primary objective is to set remuneration at a level that will enhance the Group’s resources by securing and retaining quality senior employees who have the requisite skills and experience to deliver the Group’s strategy in a manner consistent with both its Vision and Mission and the interests of its investors and stakeholders. Senior and executive pay is benchmarked internally and externally and as the Group has recruited new senior employees, internal pay parity has been ensured.
The Remuneration Committee approved a long-term incentive plan (LTIP) for senior employees of the Group, including Group Management, during 2019 and a subsequent LTIP in 2021 and 2024. The overriding objective of the LTIP is to incentivise the management team and to align their goals and rewards to those of the existing shareholders. To achieve this the LTIP links reward to the growth in value of the overall business. The LTIP includes a shadow equity bonus plan scheme, through Equity Participation Units (EPUs). The EPU is a bonus paid out to management on an exit by the investors, the aim being to incentivise participants on the growth in equity value of the Group.
Pay Equality
The UK division is required to report its Gender Pay Reporting in 2025, further detail of which is available on the Group’s website, BUSY BEES NURSERIES LIMITED gender pay gap report for 2025-26 reporting year.
The Group has continued to be an active equal opportunities employer and promotes an environment free from discrimination, harassment and victimisation, where everyone receives equal treatment and career development regardless of age, gender, nationality, ethnic origin, religion, marital status, sexual orientation or disability. All decisions relating to employment practices (including remuneration) are objective, free from bias and based solely upon work criteria and individual merit. This is governed by the Group’s Global People Policy which sets out this requirement and is communicated to all People Leads across the Group. The Groups’ Delegation of Authority (“DOA”) ensures pay reviews are managed by multiple managers with sign off from more than one manager required and the People teams across the Group.
Benchmarking and pay scales/awards
The Group continues to review and improve our internal salary scales to ensure fairness applies to any individual appointed into a role. We carry out benchmarking activities to ensure we remain competitive and are cognisant of the current pressures of the cost-of-living on our employees. Starting salaries will be offered in line with Group pay scales, which are reviewed annually. Any salaries that are to be offered above the starting points must go through an approval process as detailed within the policy.
The Group will detail in annual budgets, the percentage increases that can be awarded to the wider workforce each year. Within the requirements of the Group’s DOA, Management cannot award pay increases which would breach the approved pay remit.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Remuneration (continued)
Performance bonus
Employees who are eligible to receive a bonus will have their bonus criteria set out to them in writing at the start of the relevant period, which will usually be at the start of the year or their contract start date if they start part way through. The Group commits to fair bonus objectives that are deemed to be achievable, with a goal to reward good performance that contributes to the overall financial and operational success of the business and behaviours consistent with our values. The following key roles are eligible to receive performance bonuses:
∙Centre Directors – based on the KPIs of their centre including financial performance and quality.
∙Area Directors – based on their area KPIs including financial performance and quality.
∙Operations Directors – based on their division KPIs including financial performance and quality.
∙Senior department heads – based on Group financial performance and their specific personal objectives.
∙Group Management – based on Group EBITDA financial performance and their specific personal objectives.
Objectives and bonuses for Group Management are approved by the Remuneration Committee. Objectives and bonuses are aligned to the Group's strategic priorities and agreed by the Group Chief Executive. The Board receives regular and comprehensive briefings on wider workforce remuneration structures and changes.
No expenditure in relation to research and development has been capitalised in the year (2024: £nil).
During the year, there were charitable contributions of £9,000 (2024: £10,000).
During 2025 and the prior period there were no employee consultations.
The Company has taken advantage of the exemption in Part 7A of schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 from the carbon reporting disclosure as it is a subsidiary undertaking and is included in the consolidated financial statements of Eagle Midco Limited and Eagle Superco Limited. See note 23 for further details.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP are deemed to be reappointed as the Company's auditor under s487(2) of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BUSY BEES NURSERIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Annual report financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed;
∙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 to 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.
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BUSY BEES NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES LIMITED
Report on the audit of the financial statements
Opinion
Basis of 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.
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting consider the performance of both the company and the Group. The company is dependant on the ability of the other Group companies to settle their obligations to the company on a timely basis. Our evaluation included:
∙an assessment of the Group’s financing arrangements noting that no amount of the revolving credit facility has been drawn, with £16.0m held for bank guarantees as at the date of approval of these financial statements;
∙an assessment of management’s cash flow forecast for a period of more than twelve months from the date of approval of the financial statements and the key assumptions which support these forecasts including growth in occupancy rates over the assessment period;
∙an assessment of managements historical forecasting accuracy; and
∙an assessment of managements sensitivity analysis and our own independent sensitivity analysis to determine whether any material uncertainty exists, and to assess the impact on the covenant requirements which would apply once the facility is 40% withdrawn under these scenarios.
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 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.
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BUSY BEES NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES LIMITED
Other information
Responsibilities of directors
Auditor's responsibilities for the audit of the financial statements
Extent to which the audit was considered 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 and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.
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. These included the UK Companies Act and tax legislation; and
∙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.
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BUSY BEES NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES LIMITED
We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, and IT specialists 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 under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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 making 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 misstatement due to fraud;
∙enquiring of management and in-house legal counsel 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.
Report on other legal and regulatory requirements
Matters on which we are required to report by exception
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.
Statutory Auditor
London, United Kingdom
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BUSY BEES NURSERIES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES LIMITED
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BUSY BEES NURSERIES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
REGISTERED NUMBER: 03454787
BALANCE SHEET
AS AT 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
REGISTERED NUMBER: 03454787
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 29 to 55 form part of these financial statements.
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BUSY BEES NURSERIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
The Company meets the definition of a qualifying entity under Financial Reporting Standard 101 (FRS 101) issued by the Financial Reporting Council. Accordingly, these financial statements are prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to financial instruments, presentation of a cash flow statement, standards not yet effective, certain disclosure in respect of revenue from contracts with customers, impairment of assets, certain related party transactions, and certain disclosure requirements in respect of leases. The financial statements are prepared under the historical cost convention.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the Company has adopted a previous GAAP revalued cost as deemed cost for: Goodwill, freehold and long leasehold property;
∙the Company has elected to determine whether arrangements contain a lease on the basis of facts and circumstances on the date of transition to FRS 101 rather than when the arrangements were first entered into.
∙financial instruments as otherwise required by section 8 of FRS 101;
∙a cash flow statement as otherwise required by section 8 of FRS 101;
∙key management personnel compensation as otherwise required by paragraph 16 of FRS 101;
∙The requirements of Paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);
∙The requirements of Paragraph 17 of IAS 24 Related Party Disclosures (key management compensation); and
∙The Company has applied amendments to FRS 101 issued by the FRC in July 2023, for the first time during the prior year: The amendments introduce a temporary exception to the accounting for deferred tax arising from Pillar Two legislation and require related targeted disclosures.
This information is included in the consolidated financial statements of Eagle Midco Limited or Eagle Superco Limited as at 31 December 2025 and these financial statements may be obtained from Shaftsbury Drive, Burntwood, Staffordshire, WS7 9QP.
Functional currency
The functional currency is pounds sterling as that is the currency of the economic environment in which the Company operates.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The Company made a profit after taxation of £70.4m (2024: £45.6m) and has net current liabilities of £70.8m (2024: £62.3m) and has net assets of £270.1m (2024: £199.7m). The Company is financed through an inter-company facility with other wholly-owned group companies, and there is an unlimited cross guarantee between the Company and other group companies in respect of bank borrowings. The Company is reliant on the support of its ultimate parent Company, Eagle Superco Limited, to be able to meet its liabilities as they fall due. However, the directors consider that the Company is an integral part of Eagle Superco Limited structure and strategy, which is evidenced by a letter of comfort from Eagle Superco Limited, which states its commitment to provide necessary financial support to ensure that the Company is a going concern for at least twelve months from the date of approval of these financial statements.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
As a consequence, the directors believe that the Group is well-placed to manage its business risks successfully and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future, being not less than 12 months from date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and financial statements. After making inquiries and taking account of the factors noted above, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the annual report and financial statements.
IAS 1 Presentation of Financial Statements - 2020 and 2022 amendments to IAS 1 - Effective 1 January 2024
The amendments introduce a definition of ‘settlement’ which clarifies that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. It also clarifies that
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period.
The Company has reviewed the amendments and concluded that there is no material impact or changes to financial liability presentation required as a result of the adoption of these amendments. The Company have reviewed new or revised standards and interpretations issued but not yet effective at the time of signing these financial statements. None of these new or revised standards and interpretations are expected to have a material impact on the Company. Childcare Services The principal activity of the Company is the provision of childcare services. The activity is considered as a single performance obligation and revenue from providing these services is recognised over time in the accounting period in which the services are rendered, as the customer simultaneously receives and consumes the benefits of these services over time. Fees for childcare services are paid in advance are recognised as contract liabilities and only recognised in the period to which they relate. Where payments are received from customers in advance of services provided, the amounts are recorded as contract liabilities. Government funding Government funding is directly linked to the provision of childcare services, representing additional government funding to supplement the amounts paid by parents. This activity is considered to be linked to the single performance obligation of providing childcare services which is recognised over time as described above. Government funding paid in advance is recognised as contract liabilities and only recognised in the period to which it relates. Where payments are received from funding providers in advance of services provided, the amounts are recorded as contract liabilities.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Financial assets Debt instruments that meet the following conditions are measured subsequently at amortised cost: - the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and - the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. (i) Amortised cost and effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset. Interest income is recognised in profit or loss and is included in the "interest receivable and similar income" line item.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost, lease receivables, trade receivables and other receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Company always recognises lifetime ECL (expected credit losses) for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For all other financial instruments, the Company recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. (i) Significant increase in credit risk In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Company’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Company’s core operations. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition: - an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; - significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost; - existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; - an actual or expected significant deterioration in the operating results of the debtor; - significant increases in credit risk on other financial instruments of the same debtor; and - an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. Derecognition of financial liabilities The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. When the Company exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Company accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Impairment losses are reversed in the statement of comprehensive income and the carrying value is increased to its revised recoverable amount provided that this amount does not exceed the carrying value that would have been determined had no impairment loss been recognised for the said asset or cash generating unit in previous years.
Other intangible assets arising on the acquisition of subsidiary undertakings and businesses relate to customer databases and contracts, and brand names. Intangible assets are carried at cost less accumulated amortisation and any impairment losses. Intangible assets arising on an acquisition are recognised separately from goodwill if the fair value of these assets can be identified separately and measured reliably. Amortisation is calculated on a straight-line basis over the estimated useful life of the intangible asset. The estimated useful life of both brand names and customer relationships is five years. Impairment reviews are carried out more frequently if events or changes in circumstances indicate that the carrying value of an asset may be impaired. Any impairment of carrying value is charged to the profit and loss account.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The costs associated with the application “Unleashing Potential” (UP) and other licences are stated at cost less accumulated amortisation. Such costs include costs directly attributable to making the asset capable of operating as intended. Amortisation is calculated so as to write off the costs of the application and licences over their useful economic lives, which is deemed to be 4 years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its useful life.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Sale and leaseback transactions are accounted based on the principle of determining whether control over the properties has transferred to the Purchaser. The Company considers the sale as not an effective transfer of control of these properties and accordingly does not derecognise the transferred asset. The consideration received on transfer of property is recognised as a secured borrowing. This borrowing is a financial liability and is measured on an amortised cost basis using effective interest rate.
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to income or to assets. Grants relating to assets are deferred and credited to the profit and loss account as the related asset is depreciated. Grants relating to income are recognised as income over the period in which the related costs are recognised. Grants relating to income are recognised in revenue if they relate to Government grant income directly linked to the provision of childcare services, representing additional government funding to supplement the amounts paid by parents.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, 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 tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment carried at deemed cost is provided based on the difference between the financial statements and tax base costs. Deferred tax assets and liabilities are offset only if the Company has a legally enforceable right to set off current tax assets against current tax liabilities.
Provisions are recognised when there is a present obligation as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. The Company does not have any key sources of estimation uncertainty. Critical accounting judgements: Classification of sale and leaseback transaction The sale and leaseback transactions, carried out primarily during 2017 and also in 2018, involves the legal form of a lease. It is necessary to determine whether the associated transactions are linked and whether the arrangement meets the form of a lease under FRS 101. The directors have concluded based on the facts and circumstances that the sale and leaseback transaction does not meet the requirement of a sale and leaseback transaction under FRS 101, due to buyback provisions within the lease contract with another Group entity. As a result, the Company has a right of use asset and lease liability in relation to a lease held between the Company and another Group entity. The transaction has been treated consistently in each year end since 31 December 2017. In 2021, the Company completed a sale and leaseback transaction which involved the legal form of a lease property. It is necessary to determine whether the associated transactions are linked and whether the arrangement meets the form of a lease under FRS 101. The directors have concluded based on the facts and circumstances that the sale and leaseback transaction does not meet the requirement of a sale and leaseback transaction under FRS 101, due to buyback provisions for the Company within the lease contract. As a result, the Company has not derecognised the assets under the lease and has recognised a financial liability in relation to the amount received by the Company from the sale and leaseback transaction. Determining the lease term Under IFRS 16 if it is reasonably certain that a lease will be extended, the Company is required to estimate the expected lease period in excess of the current contractual terms. The Company has various lease agreements with a right to extend or renew wherein it considers the nature of the contractual terms and economic factors to determine whether it is reasonably certain that a lease will be extended. The Company has used judgement in determining the lease period considering such factors and the lease liability has been calculated using the remaining contractual lease period for all of such lease contracts.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
The standard rate of tax applied to the reported profit before tax is 25.00% (2024: 25.00%). At 31 December 2025 the Company had £1.9m (2024: £1.9m) of unrecognised deferred tax assets which relate to fixed assets and losses. There is no expiry date on the unrecognised deferred tax assets.
The Company has applied the amendments made to FRS 101 that introduce a temporary exception to the accounting and disclosure for deferred tax, or potential income tax consequences arising from Pillar Two legislation. Disclosures relating to the potential income tax consequences of Pillar Two legislation on the Group are disclosed within the Group’s financial statements. Accordingly, the Company neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 47
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Tangible fixed assets (continued)
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 50
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 51
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
15.Creditors: Amounts falling due within one year (continued)
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a money purchase scheme for the benefit of certain employees. Contributions are charged to the profit and loss account in the year to which they relate. The charge in the year was £3,423,000 (2024: £2,988,000). At 31 December 2025 there was £828,000 outstanding, still to be paid (2024: £687,000).
20.Other financial commitments
(a) The Company had no capital commitments at 31 December 2025 (2024: £nil).
(b) The Company provides an unlimited cross guarantee to other group companies in respect of bank borrowings. Total Group and Company bank borrowings at 31 December 2025 are £1,179.7m (2024: £1,066.8m). On 23 February 2026 the Group agreed with its lenders to raise a further €230.0m under its Euro TLB loan. €140.0m of this amount was drawn on 9 March 2026 with the proceeds used to settle £45.5m of drawn RCF, with the remainder used to settle a proportion of mezzanine financing held outside of the Group. The remaining amount agreed as part of this raise, being €90.0m, was drawn on 29 May 2026 and was used to settle a further proportion of mezzanine financing within the Group.
The Company’s immediate parent undertaking is
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