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Registered number: 14076317
BHFS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BHFS HOLDINGS LIMITED
COMPANY INFORMATION
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BHFS HOLDINGS LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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BHFS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2025.
BHFS Holdings Limited (the 'Company') is a holding company for the investment in a child care business in Australia as outlined in the Business review section of the Strategic report.
The Company is a member of the Bright Horizons Group and is a wholly owned subsidiary of Bright Horizons Family Solutions LLC, which is in turn wholly owned by Bright Horizons Family Solutions Inc. – a company registered in the United States and listed on the New York Stock Exchange.
The results of this Company are reported in the Bright Horizons Family Solutions Inc. consolidated accounts.
BHFS Holdings Limited was incorporated in the UK to directly acquire the investment in BlueTang HoldCo Pty Ltd, which through wholly-owned subsidiaries owns OAC Group Pty Ltd. and its subsidiaries, including Only About Children Pty Ltd.
On 1 October 2024 BHFS Holdings Limited subscribed for 159,722,222 additional ordinary shares in its subsidiary undertaking BlueTang Holdings Pty Ltd. Consideration for the shares was by way of waiving an existing intercompany debt due from BlueTang Holdings Pty Ltd.
The corresponding intercompany debtor in BHFS Holdings of $80,470k along with interest accrued up to 30 September 2024 was waived and taken to fixed assets investments.
The Company does not undertake operational activities and acts as a holding Company only. During the year ended 31 December 2025, the Company recognised an impairment loss of $65,485k on its investment in BlueTang HoldCo Pty Ltd. The impairment reflects a reduction in the expected recoverable value of the business, primarily driven by a decline in enrolment levels. Lower enrolments have affected current trading performance and the outlook for future cash generation. These conditions reflect broader trends in the Australian childcare market and are not unique to the Company. As a result, the carrying value of the investment was reduced to reflect the revised business outlook.
Principal risks and uncertainties
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As a holding Company that no longer holds intercompany debt, the Company’s risk profile has reduced significantly. The main residual risks and uncertainties that remain relevant to the Company’s continuing obligations and circumstances are related to the value of the investment held in its subsidiary undertaking. The value of the investment in BlueTang HoldCo Pty Ltd is influenced by the financial performance, solvency, and operational prospects of the underlying business. Deterioration in a subsidiary’s trading environment, profitability, or net asset position may result in impairment of the Company’s investment value. The Board monitors financial information provided by subsidiaries and engages with subsidiary management to assess performance and emerging risks.
Financial key performance indicators
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BHFS Holdings Limited is only acting as an intermediary holding Company. Given the straightforward nature of the company, the directors are of the opinion that analysis using KPIs is not necessary for an understanding of the business. The KPIs of the group are discussed in the Bright Horizons Family Solutions Inc. consolidated accounts.
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BHFS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board on 11 June 2026 and signed on its behalf.
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BHFS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their annual report and the financial statements for the year ended 31 December 2025.
The company’s principal activity is that of an intermediary holding company. The Company is a private Company limited by shares incorporated in England and a wholly owned subsidiary of Bright Horizons Family Solutions LLC.
The loss for the year, after taxation, amounted to $65,485,000 (2024 - loss of $40,347,000).
The directors do not recommend the payment of a dividend for the year under review (2024: $nil).
The directors who served during the year were:
The directors have reviewed the current financial performance and the liquidity of the business and assessed the Group's ability to continue as a going concern.
BHFS Holdings Limited is a wholly owned subsidiary of Bright Horizons Family Solutions LLC, which is in turn 100% owned by Bright Horizons Family Solutions Inc., a Company incorporated in the USA and listed on New York Stock Exchange. For the year ended 31 December 2025, BHFS Holdings Limited reported a loss of $65.5m and had net assets of $194.4m at the year end. The US parent company has declared in a Letter of Support its ability and willingness to support the UK business, by providing liquidity where required. The cash and liquidity position of Bright Horizons Family Solutions Inc. remained stable as of 31 December 2025 with a cash position of $140.1m (2024: $110.3m) and an undrawn multi-currency revolving credit facility of $383.7m (2024: $384.8m).
The directors, having reviewed current performance and forecasts, and the factors listed above, have a reasonable expectation that the Company has adequate resources to continue its operations for the foreseeable future. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.
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BHFS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial Risk Management
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BHFS Holdings Limited is wholly owned by Bright Horizons Family Solutions LLC - a wholly owned subsidiary of
Bright Horizons Family Solutions Inc. The Company is quoted on the New York Stock Exchange with a market capitalisation of $4.3bn as of 26 February 2026. The Company is funded by its US parent company with a combination of equity capital. The Group is financially strong and it complements its operational and competitive strengths.
The main risk arising from the Company's financial instruments is capital risk management.
Capital risk management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern so that it can continue to provide adequate returns for shareholders whilst adding value and benefits for our stakeholders. The Company manages its capital usage and liquidity through closely monitoring and reviewing cash flows.
The Company has no externally imposed capital requirements and no external debt.
Management consider that the Company's exposure to credit risk is limited due to the fact that BHFS Holdings Limited acts as a holding Company and does not generate revenue.
Qualifying third-party indemnity provisions
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The Company has indemnified all directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision was in force during the period and remains in place to date if this report.
Matters covered in the Strategic Report
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The Company's business activities, together with a review of the business and key performance indicators are set out in the Strategic Report.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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BHFS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
∙This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The auditor, Deloitte LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 11 June 2026 and signed on its behalf.
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BHFS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BHFS HOLDINGS LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of BHFS Holdings Limited (the ‘company’):
∙give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the statement of comprehensive income;
∙the statement of financial position;
∙the statement of changes in equity; and
∙the related notes 1 to 14.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
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BHFS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BHFS HOLDINGS LIMITED
statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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, internal audit, 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 frameworks 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 UK Companies Act, and tax legislation; and
∙did not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits 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:
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BHFS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BHFS HOLDINGS LIMITED
∙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, internal audit 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, reviewing internal audit reports, and reviewing correspondence with HMRC.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
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.
Cathy Wu (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cambridge, UK
11 June 2026
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BHFS HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts written off investments
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Interest receivable and similar income
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Loss for the financial year
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Other comprehensive income for the year
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Currency translation differences
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Total comprehensive loss for the year
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The notes on pages 12 to 19 form part of these financial statements.
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BHFS HOLDINGS LIMITED
REGISTERED NUMBER: 14076317
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 June 2026.
The notes on pages 12 to 19 form part of these financial statements.
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BHFS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Currency translation differences
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Total comprehensive loss for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Comprehensive loss for the year
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Total comprehensive loss for the year
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The notes on pages 12 to 19 form part of these financial statements.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
BHFS Holdings Limited is a privately-owned Company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is shown on the Company information page. The nature of the Company's operations and its principal activities are outlined in the Directors' report.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The financial statements are rounded to the nearest thousand.
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102:
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Bright Horizons Family Solutions Inc. as at 31 December 2025 and these financial statements may be obtained from https://investors.brighthorizons .com/financials /sec-filings.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors have reviewed the current financial performance and the liquidity of the business and assessed the Group's ability to continue as a going concern.
BHFS Holdings Limited is a wholly owned subsidiary of Bright Horizons Family Solutions LLC, which is in turn 100% owned by Bright Horizons Family Solutions Inc., a Company incorporated in the USA and listed on New York Stock Exchange. For the year ended 31 December 2025, BHFS Holdings Limited reported a loss of $65.5m and had net assets of $194.4m at the year end. The US parent company has declared in a Letter of Support its ability and willingness to support the UK business, by providing liquidity where required. The cash and liquidity position of Bright Horizons Family Solutions Inc. remained stable as of 31 December 2025 with a cash position of $140.1m (2024: $110.3m) and an undrawn multi-currency revolving credit facility of $383.7m (2024: $384.8m).
The directors, having reviewed current performance and forecasts, and the factors listed above, have a reasonable expectation that the Company has adequate resources to continue its operations for the foreseeable future. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate with exchange differences recognised in the income statement except where the monetary item forms part of a net investment in a foreign operation, in which case the exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experiences may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year are discussed below.
The most critical estimates, assumptions and judgements relate to the determination of carrying value of investments at the higher of value in use or fair values less cost to sell. When determining this the overriding concept is that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction.
Recoverability of investments
During 2025 the Company assessed the need for potential impairments or write-downs.
In performing the impairment review, we compare the carrying amount of the investment with its fair value which is derived by reference to the underlying business performance of the BlueTang HoldCo Pty Ltd consolidated group. The fair value calculations use cash flow projections covering a five-year period. At present, the group is re-evaluating its long-term plans and any material downward revisions to the EBITDA projections could result in additional impairment being recognised in the future periods. Cash flows beyond the five-year period are extrapolated using estimated growth rates.
If the carrying amount of the investment exceeds its fair value, we would recognise an impairment charge for the amount by which the carrying amount of the investment exceeds its fair value.
Discount rate
The discount rate used in impairment testing was 11.4% (2024: 11%). It reflects current market interest rates and risk premiums, including risks embedded in the underlying cash flow forecasts. Management has assessed the sensitivity of the impairment calculation to reasonably possible changes in the key assumptions. A 0.5 percentage point increase in the discount rate would decrease the recoverable amount by $12.8m, while a 0.5 percentage point decrease would increase it by $14.5m.
Long term growth rates
Management forecasts are based on using growth assumptions relevant for the business sector and are based on industry research. The cash flow forecasts are based on a long-term growth rate of 3% (2024: 3%). A 0.5 percentage point increase in the long-term growth rate would increase the recoverable amount by $11.3m, while a 0.5 percentage point decrease would reduce it by $10m.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Occupancy
The anticipated occupancy reflects seasonal factors and underlying growth in occupancy achieved from the implementation of the business strategies. A 0.5 percentage point increase in occupancy would increase the recoverable amount by approximately $2.2m, while a 0.5 percentage point decrease in occupancy would reduce the recoverable amount by approximately $2.2m.
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The audit fee relating to the statutory audit of the Company’s financial statements was paid directly by Bright Horizons Family Solutions Limited, a fellow group undertaking. The Company has not been recharged for this cost, and therefore no audit fee is recognised in these financial statements.
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - $nil).
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No director received any emoluments during the current year (2024: $nil).
The Company has not operated a defined contribution pension scheme in current or prior year. (2024: $nil).
Directors' costs are borne by Bright Horizons Family Solutions Limited and Bright Horizons Family
Solutions Inc.
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Interest receivable from group companies
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On 1 July 2022, BHFS Holdings Limited issued a loan note to its fellow group undertaking, BlueTang FinCo Pty Ltd (See Note 10 for details). The loan note accrues interest at 6.99% per annum and recognised in the profit or loss account.
On 1 October 2024, the loan was settled in full and subsequently capitalised, and as a consequence interest was not accrued beyond this date on the principal of the loan balance.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Foreign tax on income for the year
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Pillar II
In accordance with the OECD’s Global Anti-Base Erosion (GloBE) Model Rules under Pillar II, the Company has assessed its exposure to top-up tax obligations for the year ended 31 December 2025. The BHFS Holdings Limited, being wholly owned by Bright Horizons Family Solutions Inc., is within the scope of the Pillar II rules as a multinational enterprise (MNE) with consolidated revenues exceeding €750 million.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Taxation (continued)
For each jurisdiction in which the Group operates, the Group has assessed whether one of the Safe Harbour tests is met. Based on this assessment, the Group has determined that all jurisdictions in which it operates meet at least one of the above criteria.
The Group has no top-up tax liability under the Pillar II GloBE rules for the reporting period, due to full reliance on the Transitional CbCR Safe Harbour provisions. The Group will continue to monitor developments and prepare for full GloBE compliance in subsequent years, including the first GloBE return filing due in 2026.
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Investments in subsidiary companies
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On 1 July 2022, BHFS Holdings Limited acquired 100% of the ordinary share capital in BlueTang HoldCo Pty Ltd, which through wholly-owned subsidiaries owns OAC Group Pty Ltd. and its subsidiaries, including Only About Children Pty Ltd – a leading childcare provider in Australia.
On 1 October 2024 BHFS Holdings Limited completed a series of transactions as follows:
BHFS Holdings Limited subscribed for 159,722,222 additional ordinary shares in its subsidiary undertaking BlueTang Holdings Pty Ltd. Consideration for the shares was by way of waiving the existing intercompany debt and accrued interest due from BlueTang Holdings Pty Ltd. As a result, the corresponding intercompany debtor in BHFS Holdings of $80.5m along with interest accrued up to 30 September 2024 of $12.4m was waived and capitalised to fixed assets investments.
In addition the Company allotted 22,243,443 ordinary shares to its immediate parenting undertaking with an aggregate value of $27.3m. The corresponding proceeds were loaned to Blue Tang Holdings Pty Ltd and subsequently waived and capitalised to fixed asset investments.
As a result of the impairment review performed as of 31 December 2025, BHFS Holdings Limited recognised an impairment loss of $65,485k (2024: $44,000k) on its investment in BlueTang HoldCo Pty Ltd as a result of a decline in the operating performance of the underlying business.
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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Little Learning Education Pty Ltd
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Little Learning School Alexandria - Burrows Rd Pty Ltd
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Little Learning School Artarmon Pty Ltd
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Little Learning School Asquith Pty Ltd
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Little Learning School Brookvale Mall Pty Ltd
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Little Learning School Caringbah Pty Ltd
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Little Learning School Cleveland Pty Ltd
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Little Learning School Croydon Park Pty Ltd
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Little Learning School Macquarie Park Pty Ltd
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Little Learning School Maroubra Pty Ltd
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Little Learning School Penrith Pty Ltd
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Little Learning School Pty Ltd
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Little Learning School St Leonards Pty Ltd
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Little Learning School Warriewood Pty Ltd
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Little Village Bridgeman Downs Pty Limited
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Little Village Early Learning Buderim Pty Ltd
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Only About Children Pty Ltd
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Project Village Ridley Pty Ltd
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For each of the subsidiaries listed above, the registered office address is Level 3, Building A, 207 Pacific Highway, St Leonards NSW 2065, Australia.
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Allotted, called up and fully paid
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273,606,423 (2024 - 273,606,423) Ordinary shares of $1.2277 each
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BHFS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Foreign exchange reserve
The foreign exchange reserve comprises all foreign exchange differences arising from recapitalisation on the debt that was held by the entity. These differences are recognized in other comprehensive income and accumulated in the foreign exchange reserve within equity.
Share capital
Called up share capital reserve represents the nominal value of the shares issued.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends paid and other adjustments.
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Related party transactions
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The Company has taken advantage of the exemption available under Section 33.A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
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Post balance sheet events
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There are no material adjusting or non adjusting events arising after the balance sheet date.
The Company’s immediate parent undertaking is Bright Horizons Family Solutions LLC, a company incorporated in the United States of America. The Company’s ultimate controlling party is Bright Horizons Family Solutions Inc., which is the ultimate parent company.
The largest and smallest group in which the results of the Company are consolidated is that headed by Bright Horizons Family Solutions Inc., incorporated in the United States of America. The consolidated accounts of this company are available to the public and may be obtained from The Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, Massachusetts 02459, USA. No other group accounts include the results of the company.
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