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Registered number: 10836436
EAGLE TARGET 5 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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EAGLE TARGET 5 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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EAGLE TARGET 5 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 that of an intermediate holding company. The Company is a wholly owned
subsidiary of Eagle Superco Limited. Eagle Superco Limited and its subsidiaries, including this Company are
collectively referred to as the Busy Bees group of companies (‘the Group’). The principal activity of the Group is
the provision of day care nursery services. The Company holds investments in the Group's Canadian investment
and trading companies.
Business review and future developments
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The profit for the year was C$1,541,000 (2024: C$2,875,000) of Canadian Dollars (C$). Shareholder’s funds were C$191,667,000 at 31 December 2025 (2024: C$190,126,000). The decrease in profit was due to lower interest receivable during the year. Interest receivable has decreased due to the repayment of loans receivable in the Company in the period, reducing the loan principal on which interest accrues, (see note 7). It is expected that the Company will continue to act as an intermediate holding company for the foreseeable future. The Company has not identified particular key performance indicators due to its nature being an intermediate holding company. The value of the Company’s investments and consequently its ability to settle its liabilities are linked to the performance of the Group. The Company has taken advantage of the exemption in section 400 of the Companies Act 2006 from preparing consolidated financial statements.
The Group’s mission is to give every child the best start in life with a vision to be the leader in high quality, affordable early years education. The Group’s strategy supports this mission and vision, our strategy is to use our worldwide data and insights to advantage curriculum, enrolment and efficiency. We believe this strategy will help to deliver superior child outcomes, parent experiences and operational results. Underpinning this strategy are our over-arching priority to ensure a safe and secure environment for the children in our care and our three strategic priorities, being:
∙to strengthen our service for parents and children
∙invest in our teams and tools for them to be at their best
∙create a data-driven, more efficient back office and expansion plan
The Group’s goal, underpinned by this strategy, is to extend the reach of our network of centres and increase their average occupancy. Further detail on progress against our strategy and strategic priorities is included in the Eagle Midco Limited Annual Report and financial statements.
Operational and financial performance for the Group has been strong during 2025.
The Group generated revenue from continuing operations of £1,225.0m (2024: £1,137.5m) driven by increases in average achieved centre fees, occupancy growth, and the full year effect of 2024 acquisitions and new centres as well as the benefit of new centres and centres acquired during 2025.
Operating profit from continuing operations increased to £172.3m, (2024: £158.2m) as a result of revenue growth being offset by increases in labour and cost increases. After net interest costs of £205.4m, (2024: £129.1m) the Group made a loss before tax from continuing operations of £33.1m, (2024: profit before tax from continuing operations of £29.1m).
In Canada, occupancy remains high following changes to government funding post Covid-19 at 95.9% as at 31 December 2025 (2024: 94.1%). In FY25 the income from this occupancy has been offset by a net 3% reduction in centre fees due to revised government funding mechanisms, however overall performance in Canada remains strong.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In December 2024 the Group agreed with its lenders to raise a further €120.0m loan under the Group’s Senior Facilities Agreement (“SFA”). This was drawn in early January 2025 and consolidated with the previous Euro loan of €812.1m. The proceeds of this raise were used to fund the acquisition of the Learn and Play Montessori Schools in the USA which completed on 3 January 2025. In addition, the debt raise was used to repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to make available funds for pipeline acquisitions.
On the 29 August 2025 the Group completed an amend and extend of its SFA. This exercise extended the
maturity of the Group’s €932.1m and £365.9m senior facilities to February 2032 within a revised and
supplemented SFA. As part of this process the Group also increased its RCF to £150.0m.
As at June 2026, the Group has a SFA in place with GBP and Euro Term Loan B (“TLB”) loans of £365.9m and
€1,162.1m respectively. The Group has a £150.0m undrawn RCF at 30 June 2026, however £19.0m of the
undrawn RCF is held for bank guarantees.
The TLB loans have a term to February 2032 and 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 ended 31 December 2025, the Group was incurring interest at SONIA + 4.5% on the GBP
loan and EURIBOR + 3.25% on the Euro loan. From July 2026, the Group is incurring interest at SONIA + 4.5% on the GBP loan and EURIBOR +3.25% on the Euro loan. The Group’s RCF has a term to August 2031, the RCF incurs interest on any amount drawn at SONIA + 3.5% as at June 2026.
Base rates of interest have reduced since prior year but have remained at around 4% for SONIA and around 2%
for EURIBOR across the year. The Group has mitigated the risk of further rises in base rate interest costs
through the use of interest rate caps. An interest rate cap was in place to June 2025 which capped £183.0m of
GBP debt at a SONIA rate of 3.5%, a further £183.0m of GBP debt at a SONIA rate of 5.0%. Euro debt of
€318.5m was capped at a EURIBOR rate of 2.5% and a further €318.5m of Euro debt was capped at a
EURIBOR rate of 4.0%. Further interest rate caps are in place from 30 June 2025 to 30 June 2027 which cap
EURIBOR on €932.1m of the Group’s euro debt at 3.5% and SONIA on the Group’s GBP debt of £365.9m at
5.0%.
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 1.4 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.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
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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.
The directors always aim 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 directors maintain 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 director oversight to ensure these are in accordance with the agreed strategy.
b. Stakeholders: Employees
The Company has no employees, other than the directors.
c. Stakeholders: Customers, Suppliers, Others
As a holding company, the Company does not trade.
d. Stakeholders: Community & Environment
As a holding company, the Company does not undertake community and environmental engagement.
e. Reputation for high standards of business conduct
The directors are 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 of the Group and is embedded into the Company’s operations.
f. Acting fairly as between members of the Company
The directors aim to understand the views of its shareholder and always to act in their best interests. In order to do this, the directors 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 Company has no employees, other than directors.
Statement on Business Relationships
As a holding company, the Company does not trade.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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The Company considers its key risks to be:
∙in relation to the value of its investments and therefore whether any impairment is required
∙the recoverability of its inter-company debt.
Credit risk
The Company’s principal assets are investments in subsidiary companies. The Company also has receivables that primarily relate to other group companies. Any impairment arising on these is recognised based on comparisons to the recoverable amount and solvency/liquidity of these undertakings. The directors have made an assessment and concluded that the Company’s receivables are not credit impaired.
Liquidity risk
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.
Currency risk
The functional currency is Canadian Dollars (C$) as that is the currency of the economic environment in which the Company operates and the underlying transactions and conditions that are relevant to the Company is Canadian Dollars (C$). The risk and rewards of the Company are based in Canada. The Canadian Dollar may strengthen or weaken against other currency and hence there is a currency risk.
The risks detailed below are those that are considered to effect the Group and are deemed relevant to this
Company and its subsidiaries.
People risk
The Company does not have any employees, however people and the risk from people is a principal risk for the Group. The Group has a principal risk around the recruitment and retention of employees, particularly centre level qualified employees, and the impact and likelihood of this principal risk materialising has reduced for the Group in the last year. The impact of this risk is defined as the Group not achieving the desired business performance, growth and quality as the Group 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 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 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 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.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Aside from the key risks facing most businesses, for example those of reputation and competition and market change, the Group considers its key risks to be as follows:
∙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.
∙change of government policy and the implementation of policy at a divisional level, including conditions of licensing and 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.
Financial key performance indicators
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The Company has not identified particular key performance indicators due to its nature being an intermediate holding company. The value of the company’s investments and consequently its ability to settle its liabilities are linked to the performance of the Group.
Other key performance indicators
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None.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Non-financial and sustainability information statement
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The Group has made mandatory climate-related financial disclosures within the Non-Financial and Sustainability Information Statement of the Group’s Annual Report and Financial statements. As this Company is a subsidiary of the Group, whose activities are included within the consolidated Group’s Annual Report and Financial statements, the Company has not been required to report separately in relation to these disclosures.
This report was approved by the directors and signed on its behalf.
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EAGLE TARGET 5 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.
The profit for the year, after taxation, amounted to C$1,541,000 (2024: C$2,875,000).
The directors do not recommend payment of a final dividend (2024: C$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:
It is expected that the company will continue to act as an intermediate holding company for the foreseeable future.
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 an associated companies.
Matters covered in the Strategic report
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Details of the directors’ assessment of going concern, engagement with stakeholders including employees, suppliers, customers and others and financial risks are set out in the strategic report.
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 13 for further details.
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.
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EAGLE TARGET 5 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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 the Company’s 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 held outside of the Group.
Under section 487(2) of the Companies Act 2006, Deloitte LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the directors and signed on its behalf.
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EAGLE TARGET 5 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Eagle Target 5 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 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
∙have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements which comprise:
∙the profit and loss account;
∙the balance sheet;
∙the statement of changes in equity; and
∙the related notes 1 to 13.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial 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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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 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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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 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
Date: 24/07/2026
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EAGLE TARGET 5 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the profit and loss account.
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There was no other comprehensive income for 2025 (2024:C$NIL), accordingly no separate statement of comprehensive income has been presented.
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The notes on pages 16 to 25 form part of these financial statements.
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EAGLE TARGET 5 LIMITED
REGISTERED NUMBER: 10836436
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the directors and were signed on its behalf by:
The notes on pages 16 to 25 form part of these financial statements.
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EAGLE TARGET 5 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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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 16 to 25 form part of these financial statements.
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EAGLE TARGET 5 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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Eagle Target 5 Limited (the "Company") is a company incorporated in England, United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company’s registered office is shown on page 8.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company meets the definition of a qualifying entity under FRS 102 and advantage has been taken of certain of the disclosure exemptions set out in paragraph 1.12 of that standard. Accordingly, the following disclosures have not been made in these financial statements:
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Eagle Superco Limited and Eagle Midco Limited as at 31 December 2025 and these financial statements may be obtained from registered offices of these companies.
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Exemption from preparing consolidated financial statements
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The Company’s results are included in the consolidated financial statements of Eagle Superco Limited and Eagle Midco Limited, companies registered in England and Wales, United Kingdom. Accordingly the Company has taken advantage of the exemption given in s400 of the Companies Act 2006 from preparing and delivering group financial statements. The financial statements therefore contain information about the Company as an individual undertaking and not about its Group.
The functional currency is Canadian Dollars (C$) as that is the currency of the economic environment in which the Company operates and the underlying transactions and conditions that are relevant to the Company is Canadian Dollars (C$).
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EAGLE TARGET 5 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 had access to the necessary information and made an assessment of the Group’s and the Company’s ability to continue as a going concern.
As at 31 December 2025 the Company has net current assets of C$57,907,000 (2024: C$34,899,000). 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 of RCF 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.
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 changes in government funding from 2026, 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 noncommitted future acquisitions and 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.
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
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EAGLE TARGET 5 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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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 June 2026, the Group has performed ahead of forecast in relation to cashflows, occupancy and costs. As at June 2026, the Group has a drawn RCF of £nil, an amount of £19.0m held for bank guarantees, leaving available undrawn RCF of £131.0m.
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.
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Related party transactions
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The Company is exempt from the requirements of section 33 of FRS 102 to disclose transactions with other wholly-owned group undertakings as its financial statements are included in the consolidated financial statements of a parent company whose financial statements are publicly available.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, and intercompany loans which are not expected to be settled in full by repayment within 12 months of the balance sheet date and therefore these amounts have been classified as Investments, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Financial instruments (continued)
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impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Financial instruments (continued)
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discharged or cancelled.
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Judgements 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 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.
There were no critical judgements, or key sources of estimation uncertainty that the directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
The directors, who are the only employees of the Company, neither received nor waived any remuneration in the period from this entity. 2 directors (2024: 2 directors), were remunerated in the current year by a fellow group company, Busy Bees Holdings Limited.
Audit fees of C$5,450 (2024: C$5,545) were borne by the Company’s fellow Group subsidiary without any right of reimbursement. There were no non-audit fees paid to the auditors of the Company.
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Interest receivable from group companies
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Foreign tax in respect of prior 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 before tax
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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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Adjustments in respect of prior periods
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Deferred tax not provided
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Foreign exchange on corporation tax balance
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Total tax charge for the year
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
6.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 before tax is 25.00% (2024: 25.00%). The Company has applied the amendments made to FRS 102 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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Share in group undertakings
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Loans owed by group undertakings
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Amounts owed by group undertakings
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The addition in the year to loans owed by group undertakings is the interest rolled up on the loan of C$1,672,000.
The addition in the year to amounts owed by group undertakings is the settlement of tax recievable in the company to a fellow group subsidary as part of a group payment arrangement under a group payment arrangement.
There is no repayment date attached to the loans owed by group undertakings or the amounts owed by group undertakings. These amounts are not expected to be settled in full by repayment within 12 months of the balance sheet date and therefore these amounts have been classified as Investments, within Fixed assets. The interest rate on loans owed by group undertakings is 6.15% (2024: 6.15%).
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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BrightPath Early Learning Inc*
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*Held Directly
The registered address of BrightPath Early Learning Inc. is 200 Rivercrest Drive, SE, Suite 201, Calgary,
AB, T2C 2X5.The registered address of BrightPath Kids Corp. is 2141627 Ontario Limited 3280 Bloor
Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
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Amounts owed by group undertakings
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The amounts owed by group undertakings relate to amounts owed by the immediate parent and are receivable on demand and no interest is charged on these amounts. The increase in the year relates to the repayment of loans from group undertakings being transferred to another Group subsidiary, and that Group subsidiary owing the repaid amounts to the Company.
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Allotted, called up and fully paid
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97,528,731 (2024 - 97,528,731) A Ordinary shares of £0.01 each issued at an average rate of C$1.634400 to £1
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10 (2024 - 10) B Ordinary shares of C$0.000001 each
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A shares have no restrictions on voting other than there is no right to vote on the appointment/ removal of any directors. B shares have no rights to vote other than for the appointment/ removal of directors.
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10.Other financial commitments
a) The Company had no capital commitments as at 31 December 2025 (2024: C$nil).
b) At 31 December 2025 the Company had no non-cancellable operating leases (2024: none).
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Company has taken the exemption available under FRS102 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 the Company’s 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 held outside of the Group.
The Company’s immediate parent undertaking is Eagle Bidco 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. Eagle Midco Limited and Eagle Superco Limited are both incorporated in the United Kingdom and registered at Busy Bees, Shaftesbury Drive, Burntwood, Staffordshire, WS7 9QP. 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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