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Registered number: 08738842
EAGLE BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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EAGLE BIDCO 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 BIDCO 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 made a loss for the financial year of £206,815,000 (2024: loss of £191,263,000), the increase in the loss from the prior year is a result of increased intercompany interest compared to 2024. Shareholder’s deficit was £1,065,411,000 at 31 December 2025 (2024: deficit of £858,596,000). It is expected that the company will continue to act as an investment holding company for the foreseeable future.
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 £320.8m, (2024: £218.6m) the Group made a loss before tax from continuing operations of £148.4m, (2024: loss before tax from continuing operations of £60.8m).
In December 2024 the Group agreed with its lenders to raise a further €120.0m loan under the Group’s Senior Facilities Agreement (“SFA”) held by this Company. 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.
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EAGLE BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Group business review (continued)
On the 29 August 2025 the Group completed an amend and extend of its SFA held by this company. 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.
The Group had net finance costs paid, payable or received for the year of £78.9m, (2024: £86.9m), of which £79.9m (2024: £92.3m) is in this Company. We anticipate interest costs to remain significant in the short term and as a result we will need to retain discipline with respect to costs, investments and liquidity management.
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 2.4 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 BIDCO 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. However, lenders are important to our business as the Group seeks external debt funding to help support its strategy for growth. The Group’s interactions with its lenders ensures that they have sufficient information to reach appropriate conclusions about the risks and opportunities faced by the Group. The Group Management team and members of the Board, 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 Officer 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.
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 BIDCO 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:
∙The value of its investments and therefore whether any impairment is required and;
∙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 this Company or other UK group related companies either on a short term loan basis or through the cash pooling arrangement.
Currency risk
The Company is exposed to currency risk in relation to external bank borrowings denominated in euros. In order to manage foreign exchange movements in relation to the additional euro debt the Company borrowed, the Company made an investment in its European holding company, Eagle Target 7 Limited of £37.5m in 2023 and received an intercompany loan from a subsidiary of Eagle Target 7 Limited, Eagle Target 9 Limited, in 2023.
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 BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
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Market risk
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
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.
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.
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EAGLE BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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EAGLE BIDCO 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 loss for the year, after taxation, amounted to £206,815,000 (2024: loss £191,263,000).
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:
S A Irons (resigned 7 July 2025)
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P D Gowers (appointed 7 July 2025)
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During the year, there were no political donations (2024: £nil).
It is expected that the company will continue to act as an investment 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 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 18 for further details.
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EAGLE BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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’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.
∙On the 30 June 2026 the Group agreed with its lenders to reprice the interest margins on its Euro and GBP debt. The Group’s interest margin is dependent on the leverage ratio as reported by the Group to its lenders on a quarterly basis. The Group has repriced its Euro debt such that the maximum interest margin will now be 3.25%, reduced from 3.75%. The Group has repriced its GBP debt to remove the upper interest margin ratchet of 4.75%, the interest margin on the GBP debt will now be 4.5%.
This report was approved by the board and signed on its behalf.
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EAGLE BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing theannual report and the financial statements in accordance with applicable law and regulations.
Company 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 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 BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE BIDCO LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Eagle Bidco Limited (the 'company'):
∙give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
∙have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements which comprise:
∙the profit and loss account;
∙the balance sheet;
∙the statement of changes in equity; and
∙the related notes 1 to 18 and appendix 1.
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.
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EAGLE BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE BIDCO LIMITED
We have nothing to report in this regard.
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EAGLE BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE BIDCO 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 BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE BIDCO 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
24 July 2026
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EAGLE BIDCO 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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Interest payable and similar expenses
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Loss for the financial year
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There was no other comprehensive income for 2025 (2024:£NIL), accordingly no seperate statement of other comprehensive income has been prepared.
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The notes on pages 17 to 45 form part of these financial statements.
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EAGLE BIDCO LIMITED
REGISTERED NUMBER: 08738842
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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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes and appendix 1 on pages 17 to 45 form part of these financial statements.
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EAGLE BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Loss and total comprehensive expense for the year
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Loss and total comprehensive expense for the year
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The notes on pages 17 to 45 form part of these financial statements.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Eagle Bidco 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.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with 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 3).
The following principal accounting policies have been applied conssitently in both periods:
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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, 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.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.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 liabilities of £2,175,323,000 (2024: £1,764,752,000). An unlimited cross-guarantee is provided by other Group companies in respect of the Company’s senior debt 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 Company is dependent on the ability of other Group companies to settle their obligations to the Company on a timely basis.
The Group has existing TLB loans of £365.9m and €1,072.1m 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 macroeconomic 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.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Going concern (continued)
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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 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.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is pounds sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income or interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'
Operating loss is defined as the loss for the period after all operating costs and income but before interest receivable and similar income, interest payable and similar expenses and taxation. Operating loss is disclosed as a separate line on the face of the profit and loss account.
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Interest receivable and similar income
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Interest income is recognised in profit or loss using the effective interest method.
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Interest payable and similar expenses
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Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
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.
Investments in subsidiaries are measured at cost less accumulated impairment losses.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
∙the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
∙the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(i) Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
Interest income is recognised in profit or loss and is included in the "Interest receivable and similar income" line item.
(ii) Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised, 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.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
(ii) Impairment of financial assets (continued)
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.
(iii) Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Company’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Company’s core operations. In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:
∙an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;
∙significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost;
∙existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
∙an actual or expected significant deterioration in the operating results of the debtor;
∙significant increases in credit risk on other financial instruments of the same debtor; and
∙an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
(iv) 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.
Assets, other than financial assets, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a reversal of impairment losses, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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 2, 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 fees payable to the Company’s auditor for the audit of the Company’s annual financial statements of £20,000 (2024: £20,000) there were £nil (2024:£nil) non audit fees. Audit fees were borne by another group company. The Company had no employees in the current or preceding year.
2 directors (2024: 2 directors) were remunerated in the current year by a fellow group company. 2 directors (2024: 3 directors) were remunerated by the ultimate controlling party.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Re-translation gain on Euro denominated loans
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Interest receivable from group companies
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Gain on loan note modification
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Fair value gain of interest rate cap instruments
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During 2025 the Company raised a further €120.0m under its Euro TLB loan. The directors considered whether the new drawdown should be accounted for as a separate loan facility or a modification to the existing loan and concluded that this was a non-substantial modification. This resulted in a gain on modification of £369,000 which was recognised as interest receivable and similar income.
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Interest payable and similar expenses
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Interest on loans from group undertakings
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Amortisation of debt issue costs
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Re-translation loss of Euro denominated intercompany loans
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Re-translation loss on Euro denominated bank loans and bank balances
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Fair value loss of interest rate cap instrumemts
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on loss for the year
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Factors affecting tax charge for the year
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The difference between the total tax credit shown above and the amount calculated by applying the standard rate of corporation tax in the UK of 25% (2024 - 25%) to the loss before tax is as follows:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Deferred tax not provided
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Total tax credit for the year
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Factors that may affect future tax charges
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The standard rate of tax applied to the reported loss before tax is 25.00% (2024: 25.00%). Deferred tax balances have been calculated based on the rates at the date of restatement that will apply when the timing differences are expected to reverse. Accordingly, a rate of 25.00% has been used as at 31 December 2025 (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.
At 31 December 2025, the Company has unrecognised trading losses of £62,055,000 (2024: £41,003,000) available to offset against certain future profits. These losses may be carried forward indefinitely and therefore have no expiry date.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares in group undertakings
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Amounts owed by group undertakings
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Loans owed by group undertakings
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The movement in the year to amounts owed by group undertakings relates to increases to amounts owed largely from interest on amounts outstanding.
The movement in the year to shares in group undertakings related to increased investment in the year in relation to its subsidary Eagle Target 7 Limited.
The addition in the year to loans owed by group undertakings is interest rolled up on the loan notes of £2,992,000.
There is no repayment date attached to the amounts owed by group undertakings or the loans owed by group undertakings. These amounts are not expected to be settled 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 amounts owed by group undertakings is 12.50% (2024: 12.50%).
See Appendix 1 for a list of subsidiary undertakings of the Company.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Prepayments and accrued income
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Fair value of interest rate cap instruments
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The directors have made an assessment of expected credit losses and have concluded that the Company’s other debtors are not credit impaired, (2024: not credit impaired) and consequently there is no loss allowance recognised (2024: no loss allowance).
The Company has interest rate caps which are measured at fair value based on the counterparty’s valuation of the interest rate caps which has been valued using models and calculation methods based upon well recognised financial principles, relevant current market conditions and reasonable estimates about relevant future market conditions and/or are based on or use third party price sources. As such the fair value is derived from directly observable market inputs. The fair value of the interest rate caps at 31 December 2025 is an asset with a fair value of £nil, and a liability with a fair value of £0.6m (2024: interest rate cap asset of £1.9m and a liability of £3.2m).
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Fair value of interest rate cap instruments
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Accruals and deferred income
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Amounts owed to group undertakings are made up of balances owed to the immediate parent company (£661,956k) and fellow subsidiaries (£1,520,359k). There is no repayment date attached to the amounts owed to group undertakings. The interest rate on amounts owed to group undertakings is 12.50% (2024: 12.50%).
Financial instruments relate to interest rate cap instruments. Refer to note 10 for the basis of the fair value valuation of the interest rate cap instruments.
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due after more than one year
|
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Analysis of the maturity of loans is given below:
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Amounts falling due in one year or less or on demand
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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The senior debt figures reported above are measured at amortised cost.
Secured bank loans have a contractual undiscounted cash flow of £1,179,709,000 (2024: £1,111,800,000) and are secured on all certain assets of the Group via certain subsidiary undertakings. The maturity of secured bank loans is set out within the Company’s statement on Going Concern.
The loan notes are unsecured and relate to loans to group undertakings and have an interest rate of 12.5% and are repayable in 2038.
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
Allotted, called up and fully paid
|
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|
9,500,000 (2024 - 9,500,000) A Ordinary shares of £0.01 each
|
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1 (2024 - 1) B Ordinary share of £0.01
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No rights, preferences and restrictions are attached to the ordinary shares.
|
15.Other financial commitments
The Company had no capital commitments at 31 December 2025 (2024: £nil).
Unlimited cross-guarantee is provided by other Group companies in respect of the Company’s senior debt borrowings.
The Company had no annual commitments under non cancellable operating leases in either the current or prior year.
|
|
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.
|
|
|
Post balance sheet events
|
The Group has had the following post balance sheet events. These have an impact on 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.
∙On the 30 June 2026 the Group agreed with its lenders to reprice the interest margins on its Euro and GBP debt. The Group’s interest margin is dependent on the leverage ratio as reported by the Group to its lenders on a quarterly basis. The Group has repriced its Euro debt such that the maximum interest margin will now be 3.25%, reduced from 3.75%. The Group has repriced its GBP debt to remove the upper interest margin ratchet of 4.75%, the interest margin on the GBP debt will now be 4.5%.
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company’s immediate parent undertaking is Eagle Midco 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.
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Appendix 1: Investments held as non-current assets
A full listing of subsidiary companies at 31 December 2025 is provided below. Unless otherwise stated all investments are held indirectly and the identity of the class of shares held is ordinary:
* Held directly
|
|
|
Registered Company Number
|
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|
Management services/ holding company
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Management services/ holding company
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|
Management services/ holding company
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|
|
Management services/ holding company
|
|
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|
|
|
|
Management services/ holding company
|
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|
|
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Holdings Limited
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Nurseries Limited
|
|
|
|
|
|
|
Busy Bees Day Nurseries (Trading) Limited
|
|
|
|
|
|
|
Busy Bees Education and Training Limited
|
|
|
|
|
|
|
Busy Bees Nurseries (Scotland) Limited
|
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|
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|
|
|
Oakwood Nurseries Limited
|
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|
|
Egg Childcare Holdings Limited
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|
Management services/ holding company
|
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|
|
Management services/ holding company
|
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|
|
Harlequin Childcare Limited
|
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|
Alderley Day Nursery Limited
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|
Management services/ holding company
|
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|
|
St Pauls Lettings Limited
|
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|
Management services/ holding company
|
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|
|
Leeward Enterprises Limited
|
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|
|
Organic Kids (Castle Quay) Limited
|
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|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
Busy Bees Day Nurseries Limited
|
|
|
|
|
|
|
|
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|
Kids First Day Nurseries Limited
|
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|
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|
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|
Rosevale Holdings Limited
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|
Squiggles Childcare Limited
|
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|
Bush Babies Childrens Nurseries (Holdings) Limited
|
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|
Bush Babies Childrens Nurseries Limited
|
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|
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|
Countryside Day Nurseries Ltd.
|
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|
|
Daisy and Jake Day Nursery Limited
|
|
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|
|
Eden Homes (Wirral) Limited
|
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|
|
Forest Nursery Investments Limited
|
|
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|
|
Great Little Childcare Company Limited
|
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|
|
Green Gables Montessori School Limited
|
|
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|
|
|
Happy Child (Mottingham) Limited
|
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|
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|
|
|
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|
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|
|
I Can Day Nurseries Limited
|
|
|
|
|
|
|
Kindercare (Harrogate) Limited
|
|
|
|
|
|
|
Les Enfants Nursery (Scotland) Limited
|
|
|
|
|
|
|
Little Learners Pre-School (UK) Limited
|
|
|
|
|
|
|
Mace Montessori Schools Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Positive Steps Childrens Day Nurseries Limited
|
|
|
|
|
|
|
Queen of Hearts Nursery School Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Green Umbrella Day Nursery Limited
|
|
|
|
|
|
|
Toybox Day Nurseries Limited
|
|
|
|
|
|
|
Oak Tree Nursery Investments Limited
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
Treetops Clipstone Limited
|
|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
Treetops Gloucestershire Limited
|
|
|
|
|
|
|
Treetops Nurseries Limited
|
|
|
|
|
|
|
Treetops Nurseries (London) Limited
|
|
|
|
|
|
|
Sunshine Day Care Limited
|
|
|
|
|
|
|
Little Bear's Nursery School Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Little Bear's Daycare Holdco 2 Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Busy Bees Holdings Pte. Ltd.
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Singapore Pte. Ltd.
|
|
|
Management services/ holding company
|
|
|
|
Odyssey The Global Preschool Pte. Ltd.
|
|
|
|
|
|
|
Busy Bees @ Work Pte. Ltd.
|
|
|
|
|
|
|
Brighton Montessori Centres Pte. Ltd.
|
|
|
|
|
|
|
Brighton Hillview Pte Ltd
|
|
|
|
|
|
|
Pats Schoolhouse Pte. Ltd.
|
|
|
|
|
|
|
Learning Horizon Pte. Ltd.
|
|
|
|
|
|
|
Asian International College Pte. Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zoo-phonics Toa Payoh Pte.
|
|
|
|
|
|
|
Zoo-phonics (BTSC) Pte. Ltd.
|
|
|
|
|
|
|
Zoo-phonics Woodlands Pte. Ltd.
|
|
|
|
|
|
|
Zoo-phonics (BB) Pte. Ltd.
|
|
|
|
|
|
|
The Schoolhouse Pte. Ltd.
|
|
|
|
|
|
|
Zoo-phonics Tampines Pte. Ltd.
|
|
|
|
|
|
|
Zoo-phonics Yishun Pte. Ltd.
|
|
|
|
|
|
|
Zoo-phonics (1A) Pte. Ltd.
|
|
|
|
|
|
|
Brighton Rivervalley Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Marine Parade Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Jurong Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Jurong West Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Taman Jurong Pte Ltd
|
|
|
|
|
|
|
Just Kids @ St George’s Pte Ltd
|
|
|
|
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|
|
Just Kids @ Yishun Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Learning Place Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Tampines Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Woodlands Pte Ltd
|
|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
Just Kids @ Choa Chu Kang Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Bukit Panjang Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Bukit Merah Pte Ltd
|
|
|
|
|
|
|
Just Kids @ Ang Mo Kio Pte Ltd
|
|
|
|
|
|
|
Schoolhouse by the Bay Pte Ltd
|
|
|
|
|
|
|
Canberra Preschool Pte Ltd
|
|
|
|
|
|
|
Canberra Schoolhouse Pte Ltd
|
|
|
|
|
|
|
AGAPE CHILD CARE PTE. LTD.
|
|
|
|
|
|
|
AGAPE CHILD CARE (SK) PTE. LTD.
|
|
|
|
|
|
|
AGAPE CHILD CARE (JW) PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. (KALLANG) PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @ CECIL PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @ CLEMENTI PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @ COMPASSVALE PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @ UPPER SERANGOON PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @ GAMBAS PTE. LTD.
|
|
|
|
|
|
|
AGAPE LITTLE UNI. @THOMSON PTE. LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EAGER BEAVER SCHOOLHOUSE 2 PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDZ (BUKIT BATOK) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS (POTONG PASIR) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS (SIMS) PTE. LTD
|
|
|
|
|
|
|
SPRING BRAINY KIDS GROUP PTE. LTD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tadika Peter & Jane Sdn Bhd
|
|
|
|
|
|
|
Children’s Studio Sdn Bhd
|
|
|
Management services/ holding company
|
|
|
|
Tadika The Children’s House Sdn Bhd
|
|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
The Montessori Place Sdn Bhd
|
|
|
|
|
|
|
Dika Interrnational Sdn Bhd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Busy Bees Consultancy JSC
|
|
|
Management services/ holding company
|
|
|
|
|
|
|
Management services/ holding company
|
|
|
|
Just Kids Education and Entertainment Joint Stock Company
|
|
|
|
|
|
|
Busy Bees India Pvt. Ltd.
|
|
|
|
|
|
|
Busy Bees Australia Holding Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Australia Bidco Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Early Learning Australia Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Busy Bees Australia Training Pty Ltd
|
|
|
Management services/ holding company
|
|
|
|
Australian Child Care Career Options (ACCO) Pty Ltd
|
|
|
|
|
|
|
Busy Bees Australia Operations Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 1 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 2 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Centres 3 Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEL Child Care Centres 4 Pty Ltd
|
|
|
|
|
|
|
FEL Child Care Developments Pty Ltd
|
|
|
|
|
|
|
Maragon Australia Pty Ltd
|
|
|
|
|
|
|
Busy Bees Wyndham Vale Pty Ltd
|
|
|
|
|
|
|
Busy Bees Cranbourne Pty Ltd
|
|
|
|
|
|
|
Busy Bees Killarney Heights Pty Ltd
|
|
|
|
|
|
|
Busy Bees Lane Cove Pty Ltd
|
|
|
|
|
|
|
Baker Street Childcare Education Pty Ltd
|
|
|
|
|
|
|
Busy Bees Maroubra Pty Ltd
|
|
|
|
|
|
|
Busy Bees Panania Pty Ltd
|
|
|
|
|
|
|
Busy Bees Sandringham Pty Ltd
|
|
|
|
|
|
|
Busy Bees Williams Landing Pty Ltd
|
|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
Think Childcare ESOP Holding Company Pty
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elements Learning Pty Ltd
|
|
|
|
|
|
|
Elements Learning Geelong West Pty Ltd
|
|
|
|
|
|
|
Elements Learning Torqay Pty Ltd
|
|
|
|
|
|
|
Elements Learning Warralily Pty Ltd
|
|
|
|
|
|
|
Busy Bees Australia Employer Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEA Childcare Services Pty Ltd
|
|
|
|
|
|
|
Airport West 3042 Think Pty Ltd
|
|
|
|
|
|
|
Kilburn 5084 Think Pty Limited
|
|
|
|
|
|
|
Bayswater North 3153 Think Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shepparton 3630 Think Pty Ltd
|
|
|
|
|
|
|
Maitland 2320 Think Pty Ltd
|
|
|
|
|
|
|
Narre Warren South 3805 Think Pty Ltd
|
|
|
|
|
|
|
Seven Hills 2147 Think Pty Ltd
|
|
|
|
|
|
|
Noarlunga Downs 5168 Think Pty Ltd
|
|
|
|
|
|
|
Salisbury Downs 5108 Think Pty Ltd
|
|
|
|
|
|
|
Think Childcare Services No. 1 Pty Ltd
|
|
|
|
|
|
|
Childcare Management Services Pty Ltd
|
|
|
|
|
|
|
Think Childcare Pty Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Think 2 Brookvale Pit Pty Ltd
|
|
|
|
|
|
|
Think 2 Campbelltown bro Pty Ltd
|
|
|
|
|
|
|
Think 2 Grays Point Gra Pty Ltd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Think 2 Tamworth Wir Pty Ltd
|
|
|
|
|
|
|
Think 3 Bentleigh East Che Pty Ltd
|
|
|
|
|
|
|
Think 3 Byford Cov Pty Ltd
|
|
|
|
|
|
|
Think 3 Donvale Spr Pty Ltd
|
|
|
|
|
|
|
Think 3 Grovedale Bai Pty Ltd
|
|
|
|
|
|
|
Think 3 Hartington Gle Pty Ltd
|
|
|
|
|
|
|
Think 3 Lalor Hig Pty Ltd
|
|
|
|
|
|
|
Think 3 Truganina Sam Pty Ltd
|
|
|
|
|
|
|
|
EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Think 3 Montrose Lei Pty Ltd
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Think 3 Moonee Ponds Mcp Pty Ltd
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Think 3 Port Melbourne Ing Pty Ltd
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Think 3 Prahran Don Pty Ltd
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Think 4 Woolloongabba May Pty Ltd
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Think 5 Golden Grove Ten Pty Ltd
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Think 6 Beeliar Dur Pty Ltd
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Think 6 Carlisle Wes Pty Ltd
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Think 6 Caversham Bod Pty Ltd
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Think 6 Grove Joo Pty Ltd
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Think 6 Hocking Nic Pty Ltd
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Think 6 Lakelands Bar Pty Ltd
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Think 6 Padbury For Pty Ltd
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Think 6 Perth Geo Pty Ltd
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Think 6 Willetton Cam Pty Ltd
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Think Childcare 6069 Pty Ltd
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Think Childcare 6110 Pty Ltd
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Think Childcare Management Pty Ltd
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Craigieburn 3064 Think Pty Ltd
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Think 3 Rowville Lakes Sup Pty Ltd
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Busy Bees NZ Bidco Limited
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Management services/ holding company
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Provincial Education Group Limited
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Management services/ holding company
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Management services/ holding company
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Eagle Target Ireland Holdings Limited
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Management services/ holding company
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Giraffe Childcare Limited
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Busy Bees Italy Holdings S.r.l
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Management services/ holding company
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BrightPath Early Learning Inc
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Management services/ holding company
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Management services/ holding company
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Busy Bees US Holdings Limited
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Management services/ holding company
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Educational Play Care Ltd.
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BrightPath Early Learning LLC
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Hartville Advantage, Inc.
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The Children’s House of Hebron LLC
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The Children’s House of Union LLC
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Children’s House of Madisonville LLC
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Cactus Preschool One, LLC
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Cactus Preschool III, LLC
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Valley Child Care and Learning Centre Inc.
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Valley Child Care And Learning Center INC. #1005
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Valley Child Care And Learning Center INC. #1006
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Valley Child Care and Learning Center #1007 Inc.
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Valley Child Care and Learning Center #1008 LLC
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Valley Child Care and Learning Center #1009 LLC
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Valley Child Care and Learning Center #1010 LLC
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Kelly's Imagination Station
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Arizona Childrens Academy
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The Malvern School of Malvern
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The Malvern School of Frazer
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The Malvern School of Glen Mills
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The Malvern School of Erial
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The Malvern School of Lionville
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The Malvern School of Richboro
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The Malvern School of Voorhees
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The Malvern School of Washington Twp
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The Malvern School of Royersford
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The Malvern School of West Norriton
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The Malvern School of King of Prussia
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The Malvern School of Horsham
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The Malvern School of Newton Square
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The Malvern School of Downingtown
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The Malvern School of Montgomeryville
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The Malvern School of Collegeville
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The Malvern School of Upper Gwynedd
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The Malvern School of Warrington
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The Malvern School of Oaks
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The Malvern School of Medford
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The Malvern School of Freehold
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The Malvern School of Marlboro
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The Malvern School of Blue Bell
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The Malvern School of Robbinsville
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The Malvern School of Marlton
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The Malvern School of Westtown
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The Malvern School of Valley Forge
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Malvern School of Montgomery
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Malvern School of West Windsor
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Learn and Play Montessori Centerville, Inc.
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Learn and Play Montessori Danville, Inc.
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Learn and Play Montessori Dublin, Inc.
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Learn and Play Montessori Peralta, Inc.
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Learn and Play Montessori Fremont, Inc.
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Learn and Play Montessori Irvington, Inc.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Learn and Play Montessori Maple, Inc.
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Learn and Play Montessori Milpitas, Inc.
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Learn and Play Montessori Niles, Inc.
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Learn and Play Montessori Pleasant Hill, Inc.
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Learn and Play Montessori Silvergate, Inc.
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Learn and Play Montessori Sunnyvale, Inc.
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Learn and Play Montessori School LLC
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Learn and Play Montessori Hercules, Inc.
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Learn and Play Montessori San Carlos, Inc.
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Learn and Play Montessori Morello, Inc.
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Learn and Play Pleasanton, Inc.
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Learn and Play Palo Alto, Inc.
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The registered office of all entities in England and Wales is Busy Bees, Shaftesbury Drive, Burntwood, Staffordshire, WS7 9QP, United Kingdom.
The registered office of all Scottish entities is 1 Lochside Place, Edinburgh, EH12 9DF, United Kingdom.
The registered office of all Jersey entities is First Floor, Tower House, La Route Es Nouaux, St Helier, Jersey, JE2 4ZJ.
The registered office of Lauder Learning Limited is Carnegie College, Halbeath, Dunfermline, KY11 8DY, United Kingdom.
The registered address of all Singapore entities is 8 Changi Business Park Avenue 1, #03-51 ESR BizPark @ Changi (South Tower) Singapore 486018..
The registered address of all Malaysian entities is Level 13A-6, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur, Malaysia.
The registered address of Busy Bees Consultancy JSC and Just Kids Education and Entertainment Joint Stock Company is Mandarin Garden NO3, Dong Nam Urban Area, Tran Duy Hung Street, Trung Hoa Ward, Cau Giay District, Hanoi City, Vietnam.
The registered address of Busy Bees Management LLC is No. 24, Road No. 24, Ward 11, District 6, Ho Chi Minh City, Vietnam.
The registered address of Busy Bees India Pvt Ltd is No 703-704, 7th Floor, Devtha Plaza, 132 Residency Road, Bangalore 5600225, Kartanaka, India.
The registered office of all Australian entities is Boardroom Pty Limited Level 8 210 George Street Sydney NSW 2000.
The registered office of all Provincial Education Group Limited companies is 18 Florence Avenue, Orewa, Orewa, 0931, New Zealand.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The registered office of Busy Bees NZ Bidco Limited is Level 2, The Tasman Building, 50 Centreway Road, Orewa, 0931, New Zealand.
The registered office of all Irish entities is Adamstown Avenue, Castlegate, Adamstown, Lucan, Co. Dublin.
The registered office of Busy Bees Italy Holdings srl and Doremì Srl is Via Carlo Maria Maggi 14, 20154, Milan.
The registered office of Doremì Srl is Via Pietro Paleocapa 6, 20121, Milan.
The registered office of Baby & Job is Via Castro Pretorio, 82, Rome.
The registered address of BrightPath Early Learning Inc. and EPG Realty Inc. is 200 Rivercrest Drive, SE, Suite 201, Calgary, AB, T2C 2X5.
The registered address of BrightPath Kids Corp. is 2141627 Ontario Limited is 3280 Bloor Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
The registered address of the Advantage Inc companies is 2955 Smith Road, Fairlawn, OH, 44333.
The registered office of Busy Bees US Holdings Limited is 3280 Bloor Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
The registered office of Educational Play Care Ltd. is 363 Main Street, 2nd Floor, Hartford, Connecticut 06095, USA.
The registered office for Edukids Inc is 3601 Seneca, Suite 200, West Seneca, New York 14224, USA.
The registered office Children’s House LLC, The Childrens House of Hebron LLC, The Childrens House of Union LLC, The Childrens House of Madisonville LLC is 11161 Montgomery Rd, Cincinnati, OH 45249.
The registered office of Cactus Preschool One, LLC, Cactus preschool III, LLC, Valley Child Care And Learning Center INC, Valley Child Care And Learning Center INC. #1005, Valley Child Care And Learning Center INC. #1006, Valley Child Care And Learning Center INC. #1007, Valley Child Care And Learning Center INC. #1008, Valley Child Care And Learning Center INC. #1009, Valley Child Care And Learning Center INC. #1010 is 21468 N. 75th Avenue, Glendale, AZ 85308.
The registered office of Kidz Ink I INC, Kidz Ink II INC, Kidz Ink III INC, Kidz Ink IV INC, Kidz Ink V INC, Kidz Ink VI INC is 1703 Porter Rd. Bear, DE 19701.
The registered office of Imagination Station is 12835 Broadway St, Alden, NY, 14004.
The registered office of Academy Inc., Aquarium Inc, Jamanda LLC is Passyunk Avenue, Philadelphia, PA 19147.
The registered office of LEAP INC, LEAP Two, and LEAP Four is 210 Marrett Road, Lexington, MA 02411.
The registered office of Kids world, Arizona Childrens Academy is 900 N.McQueen Rd, Chandler AZ 85244.
The registered office of SV Fairfield, LLC, SV Forest Park, LLC, SV Hamilton, LLC, SV Mt Healthy, LLC is 10920 Hamilton Ave, Cincinnati, OH 45231.
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EAGLE BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The registered office of Learn as you grow INC is in the County of Onondaga.
The registered office of The Malvern School is 20 Creek Road Glen Mills, PA 19342.
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