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Registered number: SC118818
BUSY BEES NURSERIES (SCOTLAND) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
CONTENTS
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Directors' responsibilities statement
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Independent auditor's report
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Statement of changes in equity
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Notes to the financial statements
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BUSY BEES NURSERIES (SCOTLAND) 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 in Scotland. 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.
Business review and future developments
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The directors consider the Company to be a significant element of the Group.
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 experienced 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 £21.1m (2024: £20.2m) and Earnings before interest, tax, depreciation and amortisation (EBITDA as defined below) was £5.2m (2024: £4.5m). Profit for the financial year was £3.0m (2024: £2.3m). 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 £37.4m at 31 December 2025 (2024: £34.4m).
Key performance indicators for Busy Bees Nurseries (Scotland) Limited are places available and occupancy of those places. Average occupancy for the year ended 31 December 2025 was 65.2% (2024: 66.3%) being 1,112 full time equivalents (FTEs) (2024: 1,135 FTEs) on average places available of 1,706 FTEs (2024: 1,713 FTEs). The average occupancy in terms of FTEs decreased marginally from the prior year; this has resulted in a decrease in the average occupancy percentage for 2025. 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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Depreciation on tangible fixed assets
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Depreciation of right of use assets
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Other (gains)/ losses on the sale of tangible fixed assets
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BUSY BEES NURSERIES (SCOTLAND) 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 turnover which was partially offset by increases in staff and other costs.
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 + 4.50% 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 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. In accordance with the Companies Act 2006 (the ‘Act’) (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the directors provide this statement describing how they have had regard to the matters set out in section 172(1) of the Act, when performing their duty to promote the success of the Company, under section 172. Further information around the Group’s disclosures with regards to section 172 can be found in the consolidated financial statements of Eagle Superco Limited.
The Board, which is defined within the financial statements of Eagle Superco Limited for whom details can be found in note 22, always aims to act in the best interests of the Company, and to be fair and balanced in its approach. The needs of different stakeholders are always considered as well as the consequences of any decision in the long-term and the importance of our internally published high standards of business conduct. More specific information is given in sub-paragraphs (a) to (f), which correspond to the individual factors disclosed under Section 172(1).
a) Long-term decision making
The Board maintains oversight of the Company’s performance, and reserves to itself specific matters for approval. In addition to this, any major decisions with long-term implications, including significant new business initiatives, would need shareholder approval under the Company Articles of Association, to ensure that the business decisions taken locally are in alignment with the long-term strategy of the Company. Any decisions approved either locally or by the Shareholders, are then implemented, with subsequent Board oversight to ensure these are in accordance with the agreed strategy.
b) Stakeholders: Employees
The Group and Company pursues a policy of meeting with representatives of various sections of employees at which relevant information and developments are discussed. Full and fair consideration is given to applications for employment from disabled persons and to continuing the employment of those who become disabled while employed. The policy is to give equal opportunity for training, career development and promotion.
During 2025 and the prior period there were no employee consultations. Please refer to the statement of employee engagement below on page 4.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
c) Stakeholders: Customers, Suppliers, Others
Parents and children
The Group and Company strives to put our customers, our parents and their children, at the heart of our business through ongoing, honest and personal communications to parents about their children, their development and the wider business.
The Group and Company 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 and Company 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.
The Board recognises how fundamental the relationship with parents is to achieve the Group’s Vision and Mission. The Board ensures it is regularly briefed on key issues raised at a centre level by parents and decisions such as pricing, quality and curriculum tools and initiatives, all of which is reflected in discussions on the annual Operating Plan.
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 families.
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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
d) Stakeholders: Community & Environment
The Group and 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. Across the Group, we work with a number of charitable partners in each respective country. Whilst we are already proud of our social and community work, we know that there’s always more to do – so we remain committed to developing our initiatives for employees, our children, our parents and our communities.
Key social and community initiatives are reported to the Board as part of the regular reporting structures in place.
During the year the Group has continued to make progress and report against its ESG strategy which was first developed during 2021. During 2025, the Board reviewed the 2024 environmental performance. Progress was made against targets for energy consumption, carbon emissions, waste generation and waste diversion to landfill. 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.
e) Reputation for high standards of business conduct
The Board is responsible for developing the corporate culture across the Company, which promotes integrity and transparency. The Company uses the same comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour, as are implemented within Eagle Topco Limited and its subsidiaries. Central to these policies is the Code of Conduct. This applies to all directors and employees and is embedded into the Company’s operations.
f) Acting fairly as between members of the Company
The Board aims to understand the views of its shareholders and always to act in their best interests. In order to do this, the Board works closely with the principal shareholder on a very regular basis to ensure operations, strategy and performance are aligned with the long-term objectives of the shareholders, while complying with the Articles of Association of the Company.
Statement on Employee Engagement
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 and Company 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 and Company 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 as well as strategic priorities, whilst giving 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, along with the wider five year plan.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement on Business Relationships
Investors
The Chairman and the respective 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.
Communication on matters requiring Investor consent is led by the Chair and the Group Chief Executive.
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.
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 Chief Financial Officer 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.
Sector stakeholders - government and other regulatory bodies
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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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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 and Company 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 market 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 SBUs.
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BUSY BEES NURSERIES (SCOTLAND) 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 (SCOTLAND) 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 £2,994,000 (2024: £2,259,000).
The directors do not recommend payment of a final dividend (2024: £nil). No dividend has been paid since the year end.
The directors who served during the year and up to the date of this report were:
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C J Creaser (resigned 3 September 2025)
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C A McCandless (appointed 3 September 2025)
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During the year, there were no political donations (2024: £nil).
During the year, there were no charity contributions (2024: £nil).
Engagement with employees
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The Company pursues a policy of meeting with representatives of various sections of employees at which relevant information and developments are discussed. Full and fair consideration is given to applications for employment from disabled persons and to continuing the employment of those who become disabled while employed. The policy is to give equal opportunity for training, career developments and promotion.
Qualifying third party indemnity provisions
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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.
Energy and carbon reporting
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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 22 for further details.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group endeavours to follow high standards of corporate governance, with the board of Eagle Topco Limited (“Board”), the Company’s parent company, determining the governance framework for the whole of the Group, including for the Company. For the year ended 31 December 2025, under the Regulations, the Group has applied 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, but also have regard to how the Board ensures the Group complies with the requirements of Section 172 of the Companies Act 2006. There has been no departures from the Wates Corporate Governance Principles in the year.
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.
Deloitte LLP are deemed to be reappointed as the Company's auditor s487(2) of the Companies Act 2006.
Post balance sheet events
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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.
This report was approved by the board and signed on its behalf.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
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 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 (SCOTLAND) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES (SCOTLAND) LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Busy Bees Nurseries (Scotland) 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 profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements which comprise:
∙the profit and loss account;
∙the balance sheet;
∙the statement of changes in equity; and
∙the related notes 1 to 22.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (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 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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES (SCOTLAND) LIMITED
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 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.
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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BUSY BEES NURSERIES (SCOTLAND) LIMITED
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
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.
Helen Wildman ACA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
19 August 2026
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Other gains/(loss) on the sale of tangible assets
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Interest payable and similar expenses
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Profit for the financial year
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All amounts relate to continuing activities.
There were no recognised gains and losses for 2025 or 2024 other than those included in the profit and loss account and so no separate statement of comprehensive income is presented.
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The notes on pages 18 to 42 form part of these financial statements.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
REGISTERED NUMBER: SC118818
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
REGISTERED NUMBER: SC118818
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 19 August 2026.
The notes on pages 18 to 42 form part of these financial statements.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Capital redemption reserve
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Profit and total comprehensive income for the year
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Profit and total comprehensive income for the year
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The notes on pages 18 to 42 form part of these financial statements.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
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Basis of preparation of financial statements
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Busy Bees Nurseries (Scotland) Limited is a company incorporated in the United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in Scotland. The address of the Company’s registered office is shown on page 9.
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.
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Financial Reporting Standard 101 - reduced disclosure exemptions
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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 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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
In preparation of the financial statements, the directors have made an assessment of the Group’s and the Company’s ability to continue as a going concern. The Company’s business activities, together with the factors likely to affect its future development, performance and position and its exposures to credit risk are set out above. The Company is dependent on the ability of other group companies to settle their obligations to the Company on a timely basis.
The Company made a profit after taxation of £3.0m (2024: £2.3m) and has net current liabilities of £46.6m (2024: £41.3m) and has net assets of £37.4m (2024: £34.4m). 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.
The Group has existing TLB loans of £365.9m and €1,162.1m under its SFA. In addition, the Group has a £150.0m RCF. The TLB loans expire in February 2032, the RCF expires in August 2031. The TLB loans are a ‘cov-lite’ facility meaning there are no leverage covenant tests on the Group’s financing other than if more than 40% of the Group’s RCF is drawn. In this scenario, a leverage covenant of Group indebtedness to EBITDA of 9.85 times would apply.
The maximum amount drawn at any one time during the year was £24.0m. The amount drawn at 31 December 2025 was £nil; with an amount of £16.0m held for bank guarantees leaving available undrawn RCF of £134.0m. In January 2026, the Group drew down £45.5m on its RCF to fund acquisitions, in addition the RCF held for bank guarantees was increased to £19.0m. In March 2026, the Group increased its Euro loan by €140m with the proceeds used to settle the drawn RCF of £45.5m 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. In the year to 31 December 2025 the Group made a loss after tax from continuing operations of £150.9m, has net current liabilities of £158.0m and has net liabilities of £773.3m.
The Group has prepared detailed forecasts for the period up to September 2027 which demonstrate that the Group is able to generate sufficient cash flows to operate within its financing arrangements. These assumptions are made by management based on recent performance, external forecasts and management’s knowledge and expertise of the Group’s cashflow drivers. The Group’s forecasts include the effect of any known changes in government funding, increases in employment and other costs realised or expected to be realised during 2026 and 2027 and expected increases in income as a result of planned price increases and expected occupancy growth. The forecast excludes any non-committed future acquisitions and centre developments. The forecast demonstrated that the Group is able to operate within its financing arrangements.
The covenant compliance ratio at December 2025 is 4.25:1 vs a maximum ratio of 9.85:1. EBITDA at December 2025, as defined by the SFA, would need to fall by 57% in order to breach covenant compliance.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Going concern (continued)
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The Group cannot predict the direct or indirect impact of any potential economic slowdown or other events, and the below sensitivities are deemed sufficiently robust in light of current global macro-economic developments. Having reviewed the Group’s principal risks, the most significant impact on the Group’s cashflows would be a combination of the Group’s principal risks materialising in a temporary or prolonged reduction in average achieved fee and/or occupancy, and consequently, cashflows. The current forecast is based on the Group’s 2026 operating plan and thereafter the Group’s longer term forecasts.
To assess any potential impact on the Group’s cashflows and liquidity, various sensitivities have been performed reflecting a reduction in occupancy rates, including occupancy falling up to 7% below the current forecast. This reduction in occupancy is considered a reasonable reduction to sensitise the Group’s cashflows as it is based on the Group’s previous experience of occupancy trends following the impact of global economic slowdowns. In combination with sensitising the impact of a fall in occupancy, the Group has also sensitised the Group’s cashflows in 2027 to the specific principal risk of further cost and interest cost increases. Cost increases of a further 2%, from higher-than-expected employee costs and other supply costs above those already included within the Group’s forecast. The Group has also sensitised higher than expected interest costs over what has been included in the forecast by modelling an increase in SONIA/EURIBOR rates. To offset the effect of these items, the Group has modelled the effect of removing planned capital expenditure cashflows on new sites in FY26 and FY27.
Under the combination of these sensitivities, and with occupancy falling by 7% below the current forecast, the Group would have a minimum liquidity headroom, inclusive of the available undrawn RCF, of £156.4m in the forecast period and would remain in compliance with the leverage test covenant within its SFA. The impact of other mitigating actions, such as reducing development capital expenditure on existing centres and reducing head office costs, which could further protect cashflow and profitability have not been modelled and would be available as further mitigating actions to preserve liquidity.
In the period to July 2026, the Group has performed ahead of forecast in relation to cashflows, occupancy and costs. At 17 August 2026 the Group has no amounts drawn of RCF, with £19.0m held for guarantees and therefore has £131.0m of available RCF.
Accordingly, the directors have made inquiries with the directors of the Group and as a result of these inquiries noted that there were no issues around the Group’s ability to continue as a Going Concern and that the Group continued to adopt the going concern basis in preparing its annual report and financial statements.
After making enquiries 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.
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Impact of new international reporting standards, amendments and interpretations
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IAS 1 Presentation of Financial Statements - 2020 and 2022 amendments to IAS 1 - Effective 1 January 2024
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Impact of new international reporting standards, amendments and interpretations (continued)
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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 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.
Revenue represents the value of services provided, excluding value added tax and is attributable to the Company’s principal activity.
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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Interest payable and similar expenses
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Interest payable on financial liabilities are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.
The Company contributes to a number of money purchase pension schemes. The assets of the schemes are held separately from those of the Company in an independently administered fund. The pension charge represents the amounts payable by the Company to the schemes during the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.
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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost, as well as for 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; 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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Financial liabilities
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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
At each reporting period date, the Company reviews the carrying amounts of its property plant and equipment, right-of-use assets, and finite lived intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. For the purpose of impairment testing, the recoverable amount (that is, higher of the fair value less costs to sell and the value-in-use) is determined on an individual asset basis, unless the asset does not generate cash flows that are largely independent of those from other assets, in which case the recoverable amount is determined at the cash generating unit level to which the said asset belongs. If such individual assets or cash generating units are considered to be impaired, the impairment is recognised in the statement of comprehensive income is measured by the amount by which the carrying value of the asset or cash generating unit exceeds their estimated recoverable amount and allocated on pro-rata basis.
Impairment losses are reversed in the profit and loss account 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.
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Intangible assets - goodwill
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Goodwill recognised on the acquisition of subsidiary businesses is not amortised but is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, cash-generating units are aggregated into groups of cash-generating units. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Goodwill is allocated to each of the Company’s groups of cash-generating units expected to benefit from the synergies of the relevant business combination. The impairment review requires management to consider the recoverable value of the group of cash-generating units to which the goodwill relates, based on either the fair value less costs to sell or the value in use. Value in use calculations require management to consider the net present value of future cash flows generated by the group of cash-generating units to which the goodwill relates. Fair value less costs to sell is based on management’s estimate of the net proceeds which could be generated through disposing of that group of cash-generating units. If the recoverable amount of the group of cash-generating units is less than the carrying amount of the group of cash-generating units, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the group of cash-generating units and then to the other assets of the group of cash-generating units pro-rata on the basis of the carrying amount of each cash-generating unit in the group of cash-generating units. An impairment loss is recognised immediately in the profit and loss account and is not subsequently reversed. In line with IFRS 3 goodwill is not amortised, this is a departure from the Companies Act 2006.
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Intangible assets – brand names & customer relationships
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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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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:
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Freehold and long leasehold buildings
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over the 50 years with an expected residual value of 50%
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over the period of the lease
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Centre and office equipment
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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
Leases
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
∙Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
∙Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
∙The amount expected to be payable by the lessee under residual value guarantees;
∙The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
∙Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
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.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
∙The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
∙The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
∙A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
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.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the statement of financial position.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy.
Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line “Administrative expenses” in profit or loss).
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BUSY BEES NURSERIES (SCOTLAND) 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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Current and deferred taxation
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Current UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from the sources. The estimates and assumptions relate to provisioning against receivables and recognition of grant income. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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 significant sources of, or items, 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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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An analysis of turnover, which all arises within the United Kingdom, by class of business is as follows:
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Childcare services and Government funding
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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(Gain)/ loss on the sale of tangible fixed assets
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Depreciation of right of use assets
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Impairment of tangible fixed assets
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Impairment of right of use assets
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The fees payable to the Company’s auditor for the audit of the Company’s annual financial statements of £32,000 (2024: £32,000) and fees payable to the Company’s auditor and their associates for other services to the Company of £nil (2024: £nil) were borne by another Group company.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs were as follows:
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The average monthly number of employees, including the directors, during the year was as follows:
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Administrative and management
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The directors were remunerated in the current and prior year by fellow Group companies. All directors were remunerated by Busy Bees Holdings Limited. It is not considered practical or possible to accurately apportion these costs to each entity in the Group. Given the relative size of the respective entities, the effect of not apportioning these costs for disclosure purposes is not considered to be material.
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Interest payable and similar expenses
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Interest on lease liabilities
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Adjustments in respect of previous periods
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Adjustment in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%). The differences are explained below:
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Group relief obtained for nil consideration
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Total tax charge for the year
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Taxation (continued)
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Factors that may affect future tax charges
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The standard rate of tax applied to the reported profit on ordinary activities is 25.00% (2024: 25.00%). At 31 December 2025 the Company had £336,000 (2024: £336,000) 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 (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Freehold and long leasehold property
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Centre and office equipment
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During the year, the Company carried out an impairment review of its centres. The review led to the recognition of an impairment of £nil (2024: £77,000). The impairment/reversal recognised for any individual centre is sensitive to changes in the estimated cashflows within the value in use calculation and changes to the discount rate used to discount those cashflows, the results of sensitivity analysis performed are disclosed in note 11.
Forecast operating cash flows are post tax and have been discounted using a post tax discount rate, the pre-tax discount rate used of 9.3% (2024: 10.2%).
The freehold land and buildings have a net book value of £4.1m (2024: £4.1m). The long leasehold land and buildings has a net book value of £1.7m (2024: £1.7m).
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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This note provides information for leases where the Company is a lessee.
i) Amounts recognised in the balance sheet
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Additions in the year, amounted to £156,000 (2024: £1,417,000).
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ii) Amounts recognised in the profit and loss account
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Depreciation charge of Right of Use Assets
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Interest expense included in interest payable
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Leases (continued)
The total cash outflow for leases was £1,032,000 (2024: £909,000). The Company does not sub lease any of its leased assets.
There are no expenses relating to either short term or low value leases (2024: £nil).
The Company leases centres, various offices, equipment and vehicles. Rental contracts are typically made for fixed periods of typically ten years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in a number of property and equipment leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company’s operations. The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.
The Company has no variable lease payments.
Impairment
During the year, the Company carried a review of the recoverable amount of its cash generating units, which the Directors define as individual centres, further details on this review are provided in Note 10. Impairments were required in the prior year on a number of closed or loss making centres as well as the reversal of some previous impairment where centre performance has improved and this is expected to continue. For the year ended 31 December 2025, an impairment charge of £nil (2024: £61,000) has been recognised against right of use assets.
Sensitivity analysis has been undertaken to determine the sensitivity of the headroom on the Company’s CGUs. A plausible downside analysis has been performed by assuming that occupancy declines by 2.5% and Child to Staff (CTS) ratio remains at 2025 levels but also increasing agency costs across all centres in the forecast period; this analysis modelled a decrease in estimated cashflows. In this analysis there was £1,105,000 of fixed asset impairment and £475,000 of right of use assets impairment which is not deemed to be material.
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Contractual undiscounted cash flows are due as follows:
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Between one year and five years
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Amounts owed by group undertakings are repayable on demand but are not expected to be settled in the next 12 months. There was no interest charged on the amounts owed by group undertakings (2024: 0%). The amounts owed relate to balances with other wholly-owned group companies, which predominantly relate to the transfer of cash around the Group over previous years.
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Amounts falling due within one year:
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Prepayments and accrued income
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are repayable on demand. There was no interest charged on the amounts owed to group undertakings (2024: 0%). The amounts owed relate to balances with other wholly-owned group companies.
Included within the accruals and deferred income balance is £1,628,000 of fees in advance (2024: £461,000). Included within other creditors are deposits from parents of £nil (2024: £33,000), both of which are considered to be contract liabilities. During the year, £461,000 of fees in advance recognised at the previous reporting date were recognised as income. £1,628,000, being fees in advance and 100% of the contract liabilities balance at 31 December 2025, is expected to be recognised in the year ended 31 December 2026. All deposits from parents were provided back to parents during the year.
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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Secured loans relate to amounts received in relation to transactions completed by the Company related to the sale of freeholds of some of the Company’s UK centres. The secured loan is secured on 1 (2024: 1) of the Company’s UK centres.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Repayable other than by instalments
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Total amounts due after more than five years
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BUSY BEES NURSERIES (SCOTLAND) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to profit or loss
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Deferred tax balances have been calculated based on the rates that will apply when the timing differences are expected to reverse. Accordingly, a rate of 25.0% has been used as at 31 December 2025 (2024: 25%). The Group and Company has applied the temporary exception issued by the IASB in May 2024 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Company neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. The deferred tax provision is as follows and all items are expected to reverse within 12 months.
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The provision for deferred taxation is made up as follows:
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Property, plant and equipment
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Short-term timing differences
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Authorised, allotted, called up and fully paid
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297,194 (2024 - 297,194) Ordinary shares of £1 each
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The Company’s other reserves are as follows:
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
The capital reserve contains the nominal value of own shares that have been acquired by the Company and cancelled.
The profit and loss account represents cumulative profits and losses net of dividends paid and other adjustments.
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BUSY BEES NURSERIES (SCOTLAND) 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 £211,000 (2024: £203,000). At 31 December 2025 there was £51,000 outstanding, still to be paid (2024: £51,000).
19.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).
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Related party transactions
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The company has taken the exemption available under FRS 101 not to disclose related party transactions with other 100% controlled members of the same group. There were no other related party transactions in the year.
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Post balance sheet events
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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 Company’s immediate parent undertaking is Busy Bees Holdings Limited. The largest group into which the Company is consolidated is the group headed by Eagle Superco Limited and the smallest group into which the Company is consolidated is the group headed by Eagle Midco Limited. Busy Bees Holdings Limited, Eagle Superco Limited and Eagle Midco Limited are all incorporated in Great Britain and registered at Shaftsbury Drive, Burntwood, Staffordshire, WS7 9QP. The consolidated financial statements of Eagle Superco Limited can be obtained from the Company’s registered address above. The ultimate parent Company is Eagle Superco Limited and the ultimate controlling party is the Ontario Teachers’ Pension Plan incorporated in Canada, its registered address is 160 Front Street West, Suite 3200, Toronto, Ontario, M5J 0G4.
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