Current studies reveal that Grade R teachers in quintile 1 and 2 schools struggle to implement play-based learning for various reasons mainly associated with socio-economic factors such as lack of facilities and resources. The purpose of this study was to investigate foundation phase teachers' ability to implement play-based learning. The context of the investigation was schools experiencing poverty categorized as quintile 1 and 2 according to the Department of Basic Education. The context embodies socio-economic factors associated with poverty. We invoked Montessori's individuality and Piaget's theory to analyze discourses on play-based learning and utilized qualitative approaches to collect data from four qualified teachers in Grade R and eight practitioners participated in the study, and were all from quintiles 1, 2 and 5 located in Waterberg District of Limpopo province. The results suggest that Grade R teachers' immense pressure from school managers to adapt their lessons to make them appear like Grade 1 lessons. We concluded that, while Foundation phase teachers' struggles with improvisation and mitigation of challenges of poverty, their attempts to implement play-based learning is hindered by managers who want to turn Grade R into Grade 1.