These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Muddy Boots Nursery Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Gardens, Boroughbridge Road, Upper Poppleton, York, YO26 6QD.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the valuation of share option costs at fair value. The principal accounting policies adopted are set out below.

Turnover is measured at the fair value of consideration received or receivable. It is recognised in respect of children's day-care services as soon as there is a right to consideration and is determined by reference to the value of the work performed.

The company recognises revenue when the amount of revenue can me measured reliably and when it is probable that future economic benefits will flow to the entity.

Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

The average monthly number of persons (including directors) employed by the company during the year was:

Wages and salaries includes £78,155 (2024: £16,718) in respect of share options costs as disclosed in note 10 of these financial statements.

Included in accruals and deferred income is a balance of £713,643 (2025: £434,856) relating to fees paid and funded places received in advance.

Bounce Back Loans totalling £89,003 (2024: £105,689) are unsecured and is supported by a guarantee provided by the UK Government under the Bounce Back Loan Scheme.

Other bank loans and overdrafts are secured.

Bounce Back Loans totalling £89,003 (2024: £105,689) are unsecured and is supported by a guarantee provided by the UK Government under the Bounce Back Loan Scheme.

Other bank loans are secured.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The options outstanding at 31 December 2025 had an exercise price of £0.12, and a remaining contractual life of 46 months.

During the year, the company recognised total share-based payment expenses of £78,155 (2024 - £16,716) which related to equity settled share based payment transactions.

The total fair value at 31 December 2025 amounted to £94,871 (2024 - £ 16,716) for the company, and is included in other reserves.

Other reserves represent the total fair value of the share options outstanding as at 31 December 2025.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Subsequent to the year end, Muddy Boots Nursery Ltd completed the acquisition of the trade and assets of a further nursery business, this was a material acquisition. The transaction represents a material non-adjusting event occurring after the reporting date.

During December 2024, the trade and assets of the subsidiary were hived up into the parent company and a dividend was subsequently paid by the subsidiary. As the dividend totalling £4,008 represented a return of value from the subsidiary following the hive-up, the carrying value of the investment has been impaired by the amount of the dividend.

Following the hive-up, the subsidiary no longer holds the underlying trade or assets. The remaining carrying value of the investment has therefore been reclassified to goodwill, reflecting the future economic benefits associated with the business and assets transferred to the parent company. Amortisation has been charged on this goodwill totalling £21,796.

The adjustment has been recognised as a prior year adjustment to reflect the substance of the hive-up and the appropriate carrying value and classification of the asset at 31 December 2024.

During the current year, it was identified that share options granted to senior management on 14 October 2024 had not been accounted for in the financial statements for the prior year. Under FRS 102, the fair value of the share options is required to be recognised as an expense over the relevant vesting period.

Management subsequently obtained a valuation of the share options and determined that an expense of £16,716 should have been recognised in the year ended 2024 year end. The comparative financial statements have therefore been restated to recognise this expense, with a corresponding adjustment to other reserves.

During the current year, it was identified that a freehold property had previously been recognised within the incorrect group company following an earlier group reorganisation. The comparative financial statements have therefore been restated to reflect the property within the entity holding legal ownership.

The adjustment resulted in a net reduction of £592,941 in tangible fixed assets and a corresponding increase in amounts due from group undertakings. The adjustment has no impact on the overall result for the prior year or the net assets of the company.

As permitted by FRS 102, these financial statements do not disclose transactions with the parent undertaking and fellow subsidiaries where 100% of the voting rights are held within the group.

Purchase totalling £233,226 (2024: £nil) were made from Spring Childcare Agency Limited, a company under common control. At the year end £175,989 was owed to the company by Spring Childcare Agency Limited (2024: £80,708).

At the year end £36,931 (2024: £2,077) was owed by the group to Sutherland Property Ventures Limited, a company under common control. The balance is included within other creditors.

At the year end £5,674 (2024: £1,928) was owed by the group to Are We There Yet? Properties Ltd, a company under common control. The balance is included within other creditors.