Caseware UK (AP4) 2022.0.179 2022.0.179 2023-08-312023-08-312023-08-3100000falsefalse2022-09-01Activities of other holding companies not elsewhere classifiedfalse 13246693 2022-09-01 2023-08-31 13246693 2021-09-01 2022-08-31 13246693 2023-08-31 13246693 2022-08-31 13246693 2021-09-01 13246693 c:Director1 2022-09-01 2023-08-31 13246693 c:Director1 2023-08-31 13246693 c:Director2 2022-09-01 2023-08-31 13246693 c:Director2 2023-08-31 13246693 c:Director3 2022-09-01 2023-08-31 13246693 c:Director4 2022-09-01 2023-08-31 13246693 c:Director5 2022-09-01 2023-08-31 13246693 c:RegisteredOffice 2022-09-01 2023-08-31 13246693 d:Buildings d:LongLeaseholdAssets 2022-09-01 2023-08-31 13246693 d:PlantMachinery 2022-09-01 2023-08-31 13246693 d:MotorVehicles 2022-09-01 2023-08-31 13246693 d:FurnitureFittings 2022-09-01 2023-08-31 13246693 d:OfficeEquipment 2022-09-01 2023-08-31 13246693 d:PatentsTrademarksLicencesConcessionsSimilar 2022-09-01 2023-08-31 13246693 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-09-01 2023-08-31 13246693 d:Goodwill 2022-09-01 2023-08-31 13246693 d:CopyrightsPatentsTrademarksServiceOperatingRights 2022-09-01 2023-08-31 13246693 d:OtherResidualIntangibleAssets 2022-09-01 2023-08-31 13246693 d:CurrentFinancialInstruments 2023-08-31 13246693 d:CurrentFinancialInstruments 2022-08-31 13246693 d:CurrentFinancialInstruments d:WithinOneYear 2023-08-31 13246693 d:CurrentFinancialInstruments d:WithinOneYear 2022-08-31 13246693 d:ShareCapital 2022-09-01 2023-08-31 13246693 d:ShareCapital 2023-08-31 13246693 d:ShareCapital 2021-09-01 2022-08-31 13246693 d:ShareCapital 2022-08-31 13246693 d:ShareCapital 2021-09-01 13246693 d:SharePremium 2022-09-01 2023-08-31 13246693 d:SharePremium 2023-08-31 13246693 d:SharePremium 2021-09-01 2022-08-31 13246693 d:SharePremium 2022-08-31 13246693 d:SharePremium 2021-09-01 13246693 d:RetainedEarningsAccumulatedLosses 2022-09-01 2023-08-31 13246693 d:RetainedEarningsAccumulatedLosses 2023-08-31 13246693 d:RetainedEarningsAccumulatedLosses 2021-09-01 2022-08-31 13246693 d:RetainedEarningsAccumulatedLosses 2022-08-31 13246693 d:RetainedEarningsAccumulatedLosses 2021-09-01 13246693 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-08-31 13246693 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-08-31 13246693 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2023-08-31 13246693 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:ListedExchangeTraded 2022-08-31 13246693 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:UnlistedNon-exchangeTraded 2023-08-31 13246693 d:FinancialLiabilitiesFairValueThroughProfitOrLoss d:UnlistedNon-exchangeTraded 2022-08-31 13246693 d:AcceleratedTaxDepreciationDeferredTax 2023-08-31 13246693 d:AcceleratedTaxDepreciationDeferredTax 2022-08-31 13246693 d:TaxLossesCarry-forwardsDeferredTax 2023-08-31 13246693 d:TaxLossesCarry-forwardsDeferredTax 2022-08-31 13246693 d:OtherDeferredTax 2023-08-31 13246693 d:OtherDeferredTax 2022-08-31 13246693 c:OrdinaryShareClass1 2022-09-01 2023-08-31 13246693 c:OrdinaryShareClass1 2023-08-31 13246693 c:OrdinaryShareClass1 2022-08-31 13246693 c:FRS102 2022-09-01 2023-08-31 13246693 c:Audited 2022-09-01 2023-08-31 13246693 c:FullAccounts 2022-09-01 2023-08-31 13246693 c:PrivateLimitedCompanyLtd 2022-09-01 2023-08-31 13246693 d:Subsidiary1 2022-09-01 2023-08-31 13246693 d:Subsidiary1 1 2022-09-01 2023-08-31 13246693 d:Subsidiary2 2022-09-01 2023-08-31 13246693 d:Subsidiary2 1 2022-09-01 2023-08-31 13246693 d:Subsidiary3 2022-09-01 2023-08-31 13246693 d:Subsidiary3 1 2022-09-01 2023-08-31 13246693 d:Subsidiary4 2022-09-01 2023-08-31 13246693 d:Subsidiary4 1 2022-09-01 2023-08-31 13246693 d:Subsidiary5 2022-09-01 2023-08-31 13246693 d:Subsidiary5 1 2022-09-01 2023-08-31 13246693 d:Subsidiary6 2022-09-01 2023-08-31 13246693 d:Subsidiary6 1 2022-09-01 2023-08-31 13246693 d:Subsidiary7 2022-09-01 2023-08-31 13246693 d:Subsidiary7 1 2022-09-01 2023-08-31 13246693 d:Subsidiary8 2022-09-01 2023-08-31 13246693 d:Subsidiary8 1 2022-09-01 2023-08-31 13246693 d:Subsidiary9 2022-09-01 2023-08-31 13246693 d:Subsidiary9 1 2022-09-01 2023-08-31 13246693 d:Subsidiary10 2022-09-01 2023-08-31 13246693 d:Subsidiary10 1 2022-09-01 2023-08-31 13246693 d:Subsidiary11 2022-09-01 2023-08-31 13246693 d:Subsidiary11 1 2022-09-01 2023-08-31 13246693 d:Subsidiary12 2022-09-01 2023-08-31 13246693 d:Subsidiary12 1 2022-09-01 2023-08-31 13246693 d:Subsidiary13 2022-09-01 2023-08-31 13246693 d:Subsidiary13 1 2022-09-01 2023-08-31 13246693 d:Subsidiary14 2022-09-01 2023-08-31 13246693 d:Subsidiary14 1 2022-09-01 2023-08-31 13246693 d:Subsidiary15 2022-09-01 2023-08-31 13246693 d:Subsidiary15 1 2022-09-01 2023-08-31 13246693 d:Subsidiary16 2022-09-01 2023-08-31 13246693 d:Subsidiary16 1 2022-09-01 2023-08-31 13246693 d:Subsidiary17 2022-09-01 2023-08-31 13246693 d:Subsidiary17 1 2022-09-01 2023-08-31 13246693 d:Subsidiary18 2022-09-01 2023-08-31 13246693 d:Subsidiary18 1 2022-09-01 2023-08-31 13246693 d:Subsidiary19 2022-09-01 2023-08-31 13246693 d:Subsidiary19 1 2022-09-01 2023-08-31 13246693 d:Subsidiary20 2022-09-01 2023-08-31 13246693 d:Subsidiary20 1 2022-09-01 2023-08-31 13246693 d:Subsidiary21 2022-09-01 2023-08-31 13246693 d:Subsidiary21 1 2022-09-01 2023-08-31 13246693 d:Subsidiary22 2022-09-01 2023-08-31 13246693 d:Subsidiary22 1 2022-09-01 2023-08-31 13246693 d:Subsidiary23 2022-09-01 2023-08-31 13246693 d:Subsidiary23 1 2022-09-01 2023-08-31 13246693 d:Subsidiary24 2022-09-01 2023-08-31 13246693 d:Subsidiary24 1 2022-09-01 2023-08-31 13246693 c:Consolidated 2023-08-31 13246693 c:ConsolidatedGroupCompanyAccounts 2022-09-01 2023-08-31 13246693 2 2022-09-01 2023-08-31 13246693 6 2022-09-01 2023-08-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13246693










SPARROWHAWK 2 LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2023

 
SPARROWHAWK 2 LIMITED
 
 
COMPANY INFORMATION


Directors
M Kotecha (resigned 18 October 2023)
A Lawley (appointed 19 October 2023)
L Bremermann-Richard 
T De Clerck 
T Wethered 




Registered number
13246693



Registered office
17 Grosvenor Street

London

United Kingdom

W1K 4QG




Independent auditors
BDO LLP
Chartered Accountants & Statutory Auditors

55 Baker Street

London

United Kingdom

W1U 7EU





 
SPARROWHAWK 2 LIMITED
 

CONTENTS



Page
Group strategic report
1 - 6
Directors' report
7 - 8
Directors' responsibilities statement
9
Independent auditors' report
10 - 14
Consolidated statement of comprehensive income
15
Consolidated statement of financial position
16 - 17
Company statement of financial position
18
Consolidated statement of changes in equity
19
Company statement of changes in equity
20
Consolidated statement of cash flows
21 - 22
Notes to the financial statements
23 - 47


 
SPARROWHAWK 2 LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

Introduction
 
The Directors present their Strategic Report for Sparrowhawk 2 Limited (''the Company'') and its subsidiary undertakings (together “the Group”) for the year ended 31 August 2023.

Principal activity

The Company is the holding company of the Oxford International Education Group (“OIEG”) which provides a range of international education services to domestic and international students. The Group comprises two principal divisions, listed below:

Higher Education, consisting of:
°Partnerships with UK and North American universities to provide on-campus embedded  colleges which allow international students to study academic foundation, undergraduate and postgraduate courses;
°Independent pathways college (“OIPC”), providing remote pathways courses which allow international students to study academic foundation, undergraduate and postgraduate courses;
°Digital services including providing potential higher education students with high quality online English Language testing and other pre-sessional courses; and year round academic language courses for adults;
°Direct recruitment services providing student recruitment to higher education providers;
°Provision of enrolment services for universities and other educational establishments; and
°Provision of International English Language Tests (“IELTS”) testing for non-native English language speakers.

English Language:
°Academic and vocational based English courses to juniors principally during Easter and Summer holidays across numerous centres in the UK, Europe and North America, as well as year round English language programmes based in the UK and North America.

Business review
 
During the year, the Group has executed its strategic plan to grow its capability across its range of academic activities particularly in its Higher Education division. The Group continues to invest in its global student recruitment capability which has helped significantly grow its academic student numbers.

The Group's embedded University Partnership colleges at De Montfort University, Bangor University, University of Dundee, University of Greenwich, and University of Bradford continued to provide excellent academic support to international students helping to drive growth in student numbers during the year, with additional partnerships scheduled to launch during FY24. The Group also continued its investment in businesses providing enrolment services for universities and other educational establishments during the year, which contributed towards increased revenue and margin. This trend is expected to continue throughout FY24 alongside continued increases in new student enrolments within the embedded University Partnership colleges.

Our independent pathways college, OIPC, saw growth of 55% during the year, as the courses offered were recognised by a wider range of universities, and brand recognition grew.

Direct recruitment saw its first full year of trade and significant success, generating strong revenues. This has been made possible due to the strength of the Oxford International brand, in conjunction with existing levels of expertise within the wider Group.

Digital services saw growth of 13% in the year, due to significant investment in business development and increased numbers of universities accepting the online English Language testing provided. New products have also contributed towards continued growth of the digital business.

Page 1

 
SPARROWHAWK 2 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Higher education offerings from our businesses in the USA and Canada performed consistently, as post-Covid demand stabilised. Significant investment has taken place and continues to take place in order to develop and deliver a strong growth strategy going forwards.

Our enrolment services, based in India and acquired in FY22, have continued their growth trajectory, generating revenues of £6.9m. This increase in trading has been as a result of good quality service provided to our partners, as well as significant investment in capability and capacity following our acquisition in FY22.

The lifting of significant amounts of global travel restrictions following the Covid-19 pandemic resulted in a partial return of the English language courses during FY22, with the UK business seeing a full recovery in FY23. The increase in revenue associated with the UK element of this was £8.6m, of a total £9.0m improvement.

Review of financial performance

The Group's key financial highlights are as follows:

Year ended 31 August 2023
Year ended 31 August 2022
      £'000
      £'000
Turnover

100,543

58,821

Gross Profit

47,985

26,573

Gross Profit %

47.7%

45.2%

Administrative expenses

(42,108)

(27,479)

Other operating income

-

6

Operating profit/(loss)

5,877

(900)


KPIs

Year ended 31 August 2023
Year ended 31 August 2022
      £'000
      £'000
Revenue – University Partnerships

56,504

33,079

Revenue - OIPC

3,726

2,399

Revenue – Digital Services

4,648

4,109

Revenue – Direct Recruitment

2,249

21

Revenue – Enrolment Services

6,932

2,676

Revenue – IELTS

3,331

3,310

Revenue – Adults, North America

3,066

2,132

Revenue – English Language Courses

20,087

11,095


Page 2

 
SPARROWHAWK 2 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

FY23 saw continued improvement of 70.9% in revenue, generated by a combination of growth in our existing businesses, including an increase in revenue generated in our Indian acquisitions from £2.7m to £6.9m, and full years of trading in some of our more recent acquisitions and start-up businesses. Gross margin improved in many areas, mostly in relation to economies of scale that have been generated as our revenues have grown. Although administrative expenses have increased, these have also not increased at the same rate as revenue, resulting in EBITDA rising from £9.5m to £17.2m.

University Partnerships have seen a £23.4m increase in revenue year on year, representing continued growth of our existing partnerships. This has predominantly been achieved through significant increase in New Student Enrolments (“NSEs”), alongside a slightly higher average selling price. The increase in NSEs and change in student mix has enabled gross margins to increase. This has, in turn, translated to a significant increase in EBITDA, with a 65.4% increase from £9.3m to £15.4m.

Our independent pathways college, OIPC saw further success, increasing revenues by £1.3m as our offerings are recognised by a wider number of universities. Gross margin fell however, and EBITDA saw a reduction also, as we experienced delay in implementation of new products.

Digital services remained consistent this year following a full year of trading, generating improvements in revenue and delivering similar levels of gross margin and EBITDA to FY22 as recognition of our offerings stabilised. New products have been developed for launch in FY24 and beyond, which are expected to not only grow our revenue, but also our profitability.

The first full year of our direct recruitment business saw significant success, contributing £2.2m additional revenue and generating an additional £0.7m of EBITDA, as student numbers increased. As stated earlier, this has been as a result of the strength of our brand, combined with the expertise held within the wider business.

Enrolment services continued to exceed expectations, experiencing revenue growth of £4.3m, of which £4.1m converted to EBITDA. This increase was a result of our partners recognising the quality and reliability of services provided, along with us investing significantly in the capacity and capability of our teams.

In North America, IELTS saw stable revenues, but with increased margin and profitability, due to a stronger strategic focus. This is being continually monitored in order to ensure that it is sustainably provided. North American language courses for adults saw a £1.1m increase in revenues, with a stronger focus on the Canadian market. This in turn generated stable levels of gross margin year-on-year. Overall, our North American higher education businesses improved their performance and are expected to continue to do so as we continue to invest in the region and expand our presence.

Our English Language business saw a return to pre-Covid levels, with the UK being at capacity during Summer 2023, generating £18.3m, up from £9.7m in the prior year. This did not translate directly into EBITDA, due to inflationary pressures for certain suppliers. In addition to this there was reduced seasonal workforce availability caused by both Brexit and Covid-19, which had an impact on both cost of employees, and the cost of externally provided services.

Administrative expenses included £5.6m of amortisation (2022: £5.4m) relating to the separately identifiable intangible assets and goodwill that arose on consolidation as a result of the acquisition of the OIEG group by Sparrowhawk 3 Limited in FY21, and subsequently the acquisition of Mohit Gambir Education Pvt Ltd and EXIMMG Educational Consultants Private Limited in India, and East Coast School of Languages Limited in FY22. The Group has experienced increased payroll costs of £11.4m year on year, due to a number of factors:

°The full return of seasonal programmes following Covid-19 increased the need for higher staffing levels;
°Increased teaching cost needed to service the substantial increase in University Partnerships revenue; and
°Significant increase in headcount across the Group, which was necessary to deal with our increased levels of trading. We simultaneously invested heavily in our support services in order to ensure we have future scalability.
Page 3

 
SPARROWHAWK 2 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


Travelling and marketing expenses also saw a significant increase of £1.7m, because of the cost of finding and recruiting new students. Most other expenses remained relatively consistent year on year.

The Group continues to invest significantly to support its growing academic businesses and continues to work on both organic and acquisition growth opportunities. During FY23, the Group invested £2.3m in website and software as part of the ongoing strategy to support this growth. The year end net assets position is £48.7m. Adjusted net current assets (excluding deferred income and payments on account) as at the balance sheet date are £28.3m including a cash balance of £36.1m. Net current assets are adjusted for deferred income and payments on account as these are non-cash items and relate to an obligation to deliver a service rather than satisfaction via future cash flows.

Principal risks and uncertainties
 
The principal risk facing the business is around the continued recruitment of new students, which is influenced by certain external factors such as visa regulations and macro-economic conditions. Whilst the UK education market has been growing and remains strong, the Group does monitor and react to any weakness in the market to minimise its exposure. Following recent economic events which have triggered significant inflation, a recession and a fall in value of GBP, the Group’s management have been closely evaluating the impact on trade. Although the cost of overseas suppliers has risen as a result of this, demand from overseas students has increased, in part due to exchange rates being favourable to them.
Given the volume of overseas trading, the Group considers foreign exchange risk to be a principal risk, however, the Group continues to monitor foreign exchange movements and has not experienced any significant impacts during the period as the result of changes in exchange rate.
Management pro-actively manages the risks associated with liquidity. These are managed by implementing effective financial policies and procedures and working capital management. In addition, and including post the balance sheet date, management continues to rigorously monitor the performance of the Group, controlling and minimising costs and preserving cashflow where possible. Were a pandemic such as, or similar to Covid-19 to arise again, this would have an impact on the Easter, Summer and Winter English Language programmes due to students being unable to travel. Management considers this not only to be remote, but also considered the Group to have sufficiently diversified its trade to minimise the impact at Group level.

Going concern

The Directors have reviewed the balance sheet for the period ended 31 August 2023 noting that, while the net current assets shown on the balance sheet total £2,756k, adjusting this to take account of £4,164k deferred income and £21,364k payments on account, which are non-cash current liabilities, leaves adjusted net current assets of £28,284k. Payments on account comprise non-refundable payments for language courses, while deferred income is reflecting the prepaid tuition and accommodation fees. The Group made a profit of £3,488k. Adjusting this for non-cash items such as £5,622k of amortisation and £424k of depreciation, means that the Group made an underlying profit of £9,534k. This is forecast to continue going forwards.
Trading post period end is forecast to generate positive EBITDA during the year to 31 August 2024 and, with that, significant cash. Forecasting has taken place for the subsequent 2 years, continuing to forecast high levels of growth, EBITDA and cash generation. The directors have considered detailed cash flow projections, including scenario and sensitivity analysis and even when considering worst case scenarios, including a scenario whereby travel restrictions such as those experienced under Covid return, this further supports the net current assets position of the business going forward, as well as the cash and liquidity needed to support the business for at least the next 12 months. On this basis the Directors consider the Group to be a going concern.

Page 4

 
SPARROWHAWK 2 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

SECTION 172 STATEMENT

Section 172(1) of the Companies Act 2006 requires the Directors to act in a way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its shareholders, having regard to (amongst other things) the following:
 
The likely long term consequences of decisions;
The interests of employees;
The need to foster relationships with suppliers, customers and others;
The impact of the Group’s operations on the community and the environment; and
The desirability to maintain a reputation for high standards of business conduct.

Identity of shareholders

The Group is jointly owned by its founders, members of the senior leadership team and THI Holdings GmbH. 

Aims and values

The Group is a unique accredited education provider dedicated to creating life-enhancing experiences for students worldwide. The Group’s extensive portfolio covers academic short courses, university partnership programmes, English language courses for adult and junior students in the UK, Canada and USA and a comprehensive range of online academic courses through the Group’s OI Digital Institute.
The Group is focused on quality and academic outcomes, with a strong desire to lead in its chosen market sectors. The Group’s workforce is dedicated, enthusiastic and like-minded, with a genuine interest in what it does.

Other key stakeholders

These include the following:
 
Pupils, students and their respective fee payers;
Employees of the Group; and
Certain suppliers.

Key decisions during the year

The Board regularly discusses proposals for new business opportunities, capital expenditure investment and various efficiency initiatives. Whilst financial benefit and shareholder return is one of the key decision criteria, the long-term effect on the Group’s going concern, the quality of the learning environment, job security and staff satisfaction, the quality of student academic outcomes, value and service for key stakeholders and fair trading terms for suppliers are also key considerations.

Page 5

 
SPARROWHAWK 2 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Maintaining a reputation for high standards of business conduct and monitoring of risk

The Group has its own internal governance processes and is also regulated by a number of external bodies including The Office for Students, Independent Schools Inspectorate and the British Council. External regulatory bodies regularly inspect the Group’s activities/sites to ensure regulatory standards are, as a minimum, being met.
The Group maintains its own internal Code of Ethical and Professional Conduct with which all employees are required to affirm compliance annually.
The Board of Directors maintains a Risk Register to:

Identify the nature and extent of significant risks facing the Group’s business;
Advise the Board on the Group’s appetite and tolerance of the risks it is willing to take in achieving its strategic objectives; and
To consider mitigation plans to address key risks and to present solutions for managing those which cannot be eliminated. 

Future developments

The Group continues to invest in its infrastructure, innovate its programme content and streamline operations to ensure it provides both a comprehensive as well as a quality driven educational experience to its students.

Equality and diversity policy
 
The Group is firmly committed to equality and diversity in all areas of its activities. As part of its responsibilities under the Equality Act 2010, the Company has a duty to promote equality of opportunity as well as tackling unlawful discrimination (whether direct and/or indirect and this also incorporates victimisation).
Under the Equality Act 2010, the Company ensures that characteristics such as age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation are protected. Recruitment is carried out on the sole basis of the applicant's abilities and suitability for the job not taking into account any of the above mentioned characteristics. The Company recognises that all employees have equal rights to training, promotion, and other aspects of career development based purely on their abilities. Promotion and training will be made accessible to disabled employees by such adjustments as are reasonable.


This report was approved by the board and signed on its behalf:



L Bremermann-Richard
Director

Date: 14 December 2023

Page 6

 
SPARROWHAWK 2 LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

The Directors present their report and the financial statements for the year ended 31 August 2023.

Results and dividends

The profit for the year, after taxation, amounted to £3,487,817 (2022 - loss £3,099,660).

The Directors do not recommend the payment of a dividend (2022: nil).

Directors

The Directors who served during the year were:

M Kotecha (resigned 18 October 2023)
L Bremermann-Richard 
T De Clerck 
T Wethered 

SECR reporting

Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2022 UK Government's Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per student, the recommended ratio for the sector.

UK Greenhouse gas emissions and energy use data for the year 1 September 2022 to 31 August 2023

Current reporting year 2022/2023
Previous reporting year 2021/2022
Energy consumption used to calculate emissions (kWh)

285,899

329,941

Energy consumption breakdown (kWh) (optional):



- Gas

114,565

149,945

- Electricity

171,334

179,996

- Transport fuel

n/a

n/a

Scope 1 emissions in metric tonnes CO2e
Gas consumption

20.91

27.37

Scope 2 emissions in metric tonnes CO2e
Purchased electricity

33.13

34.81

Scope 3 emissions in metric tonnes CO2e
Business travel in employee owned vehicles

n/a

n/a

Total gross emissions in metric tonnes CO2e

54.05

62.18

Intensity ration (metric tonnes CO2e per student)

0.04

0.07


Page 7

 
SPARROWHAWK 2 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Measures taken to improve energy efficiency
We have replaced all lights in our Greenwich school with LED lights to reduce our energy consumption in the school by up to 90% (project completed in September 2022). We are continuing to encourage staff behaviour to increase awareness of turning off air-conditioning units when leaving the office. Most meetings are conducted by video-conferencing thus reducing the need to travel and, since the Covid pandemic, most staff are permitted to work flexibly only having to travel into the office two days a week, thus, reducing commuting into the office. The Grosvenor Street office has bike racks and showers available for employees and we offer the Cycle to Work scheme to encourage reduced reliance on driving. Additionally, there is no parking and our Grosvenor Street office is within the congestion charge zone so all staff use public transport, walking/running or cycling to reach this office.

Political donations

The company made no political donations or incurred any political expenditure during the current year (2022: £nil).

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsBDO LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf:
 





L Bremermann-Richard
Director

Date: 14 December 2023

Page 8

 
SPARROWHAWK 2 LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2023

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 9

 
SPARROWHAWK 2 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPARROWHAWK 2 LIMITED
 

Opinion on the financial statements


In our opinion:

the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 August 2023 and of the Group's profit for the year then ended;

the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

We have audited the financial statements of Sparrowhawk 2 Limited ("the Parent Company") and its subsidiaries ("the Group") for the year ended 31 August 2023, which comprise Consolidated statement of comprehensive income, Consolidated statement of financial position, Company statement of financial position, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated statement of cash flows, and notes to the financial statements, including a summary of significant accounting policiesThe 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence


We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.


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 Group or Parent 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.


Page 10

 
SPARROWHAWK 2 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPARROWHAWK 2 LIMITED (CONTINUED)


Other information


The Directors are responsible for the other information. The other information comprises the information included in the Group strategic report, Directors' report , other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.


Other Companies Act 2006 reporting
 

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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the Group and Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the Group and Parent Company 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.


Page 11

 
SPARROWHAWK 2 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPARROWHAWK 2 LIMITED (CONTINUED)


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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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.

Extent to which the audit was 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:

Non-compliance with laws and regulations
Based on:
Our understanding of the Group and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations;
we considered the significant laws and regulations to be the compliance with Companies Act 2006, UK accounting standards and UK tax legislation. 

Our procedures in respect of the above included:
Review of minutes of meetings   of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Involvement of tax specialists in the audit; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Review of minutes of meetings  of those charged with governance for any known or suspected instances of fraud;
Page 12

 
SPARROWHAWK 2 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPARROWHAWK 2 LIMITED (CONTINUED)


Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these. 

Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of controls.

Our procedures in respect of the above included:
For revenue recognition:
We performed a review of the Group’s revenue recognition policy to confirm that it was in line with applicable accounting standards.
Where applicable, we recalculated expected recognisable and deferred tuition fee income based on published fee rates and student number data extracted from the internal systems. A sample of students were traced to registration and attendance supporting records to confirm existence. We compared our expectation of revenue to revenue recognised and deferred at year end in the financial statements. 
We substantively tested a sample of tuition fees and other income to registration and attendance to confirm existence and examined supporting evidence of revenue value and point of recognition.
We substantively tested a sample of revenue relating to intakes that span across multiple financial years.
To address the risk of fraud relating to revenue recognition, through our journal testing we obtained a list of journal entries to revenue and reviewed manual postings which are unusual or outside of normal course of business. 

For management override of controls:
We tested a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatements due to fraud; and
Reviewed estimates and judgements applied by Management in the financial statements to assess their appropriateness and the existence of any systematic bias

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.  

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 13

 
SPARROWHAWK 2 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SPARROWHAWK 2 LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an Auditors' 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 Parent Company and the Parent Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





David Wildey (Senior Statutory Auditor)
for and on behalf of
BDO LLP
Statutory Auditor
London, UK

14 December 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 14

 
SPARROWHAWK 2 LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023

2023
2022
Note
£
£

Turnover
 4 
100,543,142
58,821,117

Cost of sales
  
(52,557,710)
(32,248,158)

Gross profit
  
47,985,432
26,572,959

Administrative expenses
  
(42,108,419)
(27,478,868)

Other operating income
 5 
-
6,055

Operating profit/(loss)
 6 
5,877,013
(899,854)

Loss on sale of tangible assets
  
(15,302)
(5,222)

Profit/(loss) on ordinary activities before interest
  
5,861,711
(905,076)

Interest receivable and similar income
 9 
453,851
43,863

Interest payable and similar expenses
 10 
(334,839)
(71,936)

Profit/(loss) before taxation
  
5,980,723
(933,149)

Tax on profit/(loss)
 11 
(2,492,906)
(2,166,511)

Profit/(loss) for the financial year
  
3,487,817
(3,099,660)

Foreign exchange
  
(412,017)
(7,596)

Total comprehensive income/(loss) for the year
  
3,075,800
(3,107,256)

Owners of the parent Company
  
3,487,817
(3,099,660)

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 23 to 47 form part of these financial statements.


Page 15

 
SPARROWHAWK 2 LIMITED
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
52,767,845
56,652,617

Tangible assets
 13 
1,148,994
1,194,218

  
53,916,839
57,846,835

Current assets
  

Stocks
 16 
231,216
142,781

Debtors: amounts falling due within one year
 17 
12,817,876
11,625,155

Cash at bank and in hand
 18 
36,126,256
32,937,064

  
49,175,348
44,705,000

Creditors: amounts falling due within one year
 19 
(46,419,802)
(48,337,379)

Net current assets/(liabilities)
  
 
 
2,755,546
 
 
(3,632,379)

Total assets less current liabilities
  
56,672,385
54,214,456

Creditors: amounts falling due after more than one year
 20 
(1,138,611)
(2,047,000)

Provisions for liabilities
  

Deferred taxation
 22 
(6,087,085)
(6,359,105)

Other provisions
 23 
(782,813)
(220,275)

  
 
 
(6,869,898)
 
 
(6,579,380)

Net assets
  
48,663,876
45,588,076

Page 16

 
SPARROWHAWK 2 LIMITED
REGISTERED NUMBER: 13246693
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 24 
492,060
492,060

Share premium account
  
48,713,981
48,713,981

Foreign exchange reserve
  
(410,410)
1,607

Profit and loss account
  
(131,755)
(3,619,572)

Equity attributable to owners of the parent Company
  
48,663,876
45,588,076


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T De Clerck
Director

Date: 14 December 2023

The notes on pages 23 to 47 form part of these financial statements.

Page 17

 
SPARROWHAWK 2 LIMITED
REGISTERED NUMBER: 13246693

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
49,206,041
49,206,041

Current assets
  

Debtors: amounts falling due within one year
 17 
-
12,203

Creditors: amounts falling due within one year
 19 
(203,365)
(103,765)

Net current liabilities
  
 
 
(203,365)
 
 
(91,562)

Total assets less current liabilities
  
49,002,676
49,114,479

Net assets
  
49,002,676
49,114,479


Capital and reserves
  

Called up share capital 
 24 
492,060
492,060

Share premium account
  
48,713,981
48,713,981

Profit and loss account
  
(203,365)
(91,562)

  
49,002,676
49,114,479


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




T De Clerck
Director

Date: 14 December 2023

The notes on pages 23 to 47 form part of these financial statements.

Page 18

 

 
SPARROWHAWK 2 LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 September 2021
492,060
48,713,981
9,203
(519,912)
48,695,332



Comprehensive loss for the year


Loss for the year
-
-
-
(3,099,660)
(3,099,660)


Foreign exchange
-
-
(7,596)
-
(7,596)

Total comprehensive loss for the year
-
-
(7,596)
(3,099,660)
(3,107,256)





At 1 September 2022
492,060
48,713,981
1,607
(3,619,572)
45,588,076



Comprehensive income for the year


Profit for the year
-
-
-
3,487,817
3,487,817


Foreign exchange
-
-
(412,017)
-
(412,017)

Total comprehensive income for the year
-
-
(412,017)
3,487,817
3,075,800



At 31 August 2023
492,060
48,713,981
(410,410)
(131,755)
48,663,876



The notes on pages 23 to 47 form part of these financial statements.

Page 19

 

 
SPARROWHAWK 2 LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£



At 1 September 2021
492,060
48,713,981
(44,697)
49,161,344



Comprehensive loss for the year


Loss for the year
-
-
(46,865)
(46,865)

Total comprehensive loss for the year
-
-
(46,865)
(46,865)





At 1 September 2022
492,060
48,713,981
(91,562)
49,114,479



Comprehensive loss for the year


Loss for the year
-
-
(111,803)
(111,803)

Total comprehensive loss for the year
-
-
(111,803)
(111,803)



At 31 August 2023
492,060
48,713,981
(203,365)
49,002,676



The notes on pages 23 to 47 form part of these financial statements.

Page 20

 
SPARROWHAWK 2 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023

2023
2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
3,487,817
(3,099,660)

Adjustments for:

Amortisation of intangible assets
5,621,903
5,624,013

Depreciation of tangible assets
423,949
383,415

Loss on disposal of tangible assets
-
5,222

Interest paid
35,546
71,936

Interest received
(453,851)
(43,861)

Taxation charge
2,492,906
2,166,511

(Increase)/decrease in stocks
(88,435)
10,274

(Increase) in debtors
(1,977,802)
(4,861,022)

(Decrease)/increase in creditors and provisions
(596,417)
28,835,276

Corporation tax (paid)
(2,098,660)
(764,280)

Unwinding of deferred consideration
299,293
-

Loss on disposal of intangible assets
15,303
-

Net cash generated from operating activities

7,161,552
28,327,824

Cash flows from investing activities

Purchase of intangible fixed assets
(2,312,783)
(817,954)

Purchase of tangible fixed assets
(431,621)
(382,626)

Sale of tangible fixed assets
-
846

Purchase of subsidiary undertaking, net of cash acquired
-
(2,007,859)

Interest received
453,851
43,861

Cash payment in relation to deferred consideration for the purchase of subsidiary undertakings
(1,226,451)
-

Net cash used in investing activities

(3,517,004)
(3,163,732)

Cash flows from financing activities

Interest paid
(35,546)
(71,936)

Issue of preference shares
-
199,445

Net cash (used in)/generated from financing activities

(35,546)
127,509
Page 21

 
SPARROWHAWK 2 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


2023
2022

£
£



Net increase in cash and cash equivalents
3,609,002
25,291,601

Cash and cash equivalents at beginning of year
32,937,064
7,387,336

Foreign exchange gains and losses
(419,810)
258,127


Cash and cash equivalents at the end of year
36,126,256
32,937,064


The notes on pages 23 to 47 form part of these financial statements.

Page 22

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

1.


General information

Sparrowhawk 2 Limited is a private company limited by shares and incorporated, domiciled and registered in England and Wales in the United Kingdom. The registered number is 13246693 and the registered address is 17 Grosvenor Street, London, W1K 4QG, United Kingdom.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The Group has restated its operating lease commitments, see note 3 for further details.

The following principal accounting policies have been applied:

  
2.2

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgements and key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. There are no key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Debtor recoverability
Debtors are reviewed regularly by management based on value, age and other qualitative metrics in order to ascertain the risk of bad debt and therefore the level of provision required. As a result, this is considered to be an area of significant judgement.
Significant judgements
Impairment of goodwill and intangible assets
Goodwill arising on consolidation represents the excess of the fair value of consideration given over the fair value of the identifiable net assets acquired, including intangible assets identified. The Group tests annually whether goodwill and intangible assets have suffered any impairment, in accordance with the Group's accounting policy. Management uses judgment to assess whether any indicators of impairment exist as at year and whether an impairment review is required. Management reviews both
Page 23

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

internal and external impairment triggers as per the requirements of FRS 102.
Fair value of deferred consideration
Deferred consideration is valued at par and discounted based on the Group's WACC. This has been determined with reference to internal and external economic factors. 

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.4

Going concern

The Directors have reviewed the balance sheet for the period ended 31 August 2023 noting that, while the net current assets shown on the balance sheet total £2,756k, adjusting this to take account of £4,164k deferred income and £21,364k payments on account, which are non-cash current liabilities, leaves adjusted net current assets of £28,284k. Payments on account comprise non-refundable payments for language courses, while deferred income is reflecting the prepaid tuition and accommodation fees. The Group made a profit of £3,488k. Adjusting this for non-cash items such as £5,622k of amortisation and £424k of depreciation, means that the Group made an underlying profit of £9,534k. This is forecast to continue going forwards.
Trading post period end is forecast to generate positive EBITDA during the year to 31 August 2024 and, with that, significant cash. Forecasting has taken place for the subsequent 2 years, continuing to forecast high levels of growth, EBITDA and cash generation. The directors have considered detailed cash flow projections, including scenario and sensitivity analysis and even when considering worst case scenarios, including a scenario whereby travel restrictions such as those experienced under Covid return, this further supports the net current assets position of the business going forward, as well as the cash and liquidity needed to support the business for at least the next 12 months. On this basis the Directors consider the Group to be a going concern.

Page 24

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest pound. 

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 Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.6

Revenue


Revenue represents the invoiced value of services supplied net of discounts and is recognised in the profit and loss when these services are delivered as follows:
- University Partnerships and Independent Pathways - revenue recognised over the period these courses are provided to the students
- Digital Services - revenue recognised over the period these courses are provided to the students
- Direct Recruitment and Enrolment Services - revenue is recognised once student information is fully processed and they have commenced their course
- International English Language Tests - revenue recognised over the period these courses are provided to the students
- Other English Language Courses - revenue recognised over the period these courses are provided to the students

Page 25

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

Other operating income

The operating income represents amounts received in the normal course of business not for educational courses and related services and includes receipt of UK Government Covid-19 related grants. 
 
 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair
Page 26

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.11
Current and deferred taxation (continued)

values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Customer Relationships
-
10 - 18 years
Trade Names
-
10 years
Digital Content
-
5 years
Goodwill
-
10 years
Capitalised Software and Website Costs
-
4 years

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 27

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property renovation
-
4-15 years straight line
Motor vehicles
-
25% straight line
Fixtures and fittings
-
25% straight line
Office equipment
-
25% straight line
Teaching equipment
-
25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and estimated selling price. Cost is based on the first-in first-out principle and other costs in bringing them to their existing location and condition.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Cash and cash equivalents

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 28

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.18

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.

Page 29

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

3.


Correction of an error

As at 31 August 2022, in relation to note 26 Commitments under operating leases, there was an error in the disclosure of future minimum lease payments for not later than 1 year, later than 1 year and not later 5 years and later than 5 years categories of lease commitments, which have been corrected by restating the comparative column of this note. The impact of this correction is to increase the minimum rent payable for not later than 1 year by £398,067, later than 1 year and not later than 5 years by £1,081,624 and later than 5 years of £662,967. This error does not impact any other financial statements line items.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

University Partnerships and Independent Pathways
60,229,704
35,478,940

Digital Services
4,647,673
4,108,941

Direct Recruitment and Enrolment Services
9,181,000
2,696,073

International English Language Testing
3,330,524
3,310,562

Other English Language Courses
23,154,241
13,226,601

100,543,142
58,821,117


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
92,339,529
51,980,250

Canada
5,693,231
4,032,533

USA
2,510,382
2,808,334

100,543,142
58,821,117



5.


Other operating income

2023
2022
£
£

Grant income
-
6,055


During the prior year, the Group received some Covid-19 related grant and furlough income.

Page 30

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

2023
2022
£
£

Amortisation of intangible assets
5,621,903
5,624,013

Exchange differences
(95,305)
(103,509)

Other operating lease rentals
1,669,284
1,391,189

Depreciation of tangible assets
423,949
383,415


7.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
250,236
123,000

Fees payable to the Group’s auditors in respect of other advisory services
8,560
33,453

Page 31

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

8.


Employees

Staff costs were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
26,570,229
15,674,615

Social security costs
1,179,440
659,890

Cost of defined contribution scheme
264,172
241,210

28,013,841
16,575,715


The average monthly number of employees, including the Directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
4
5



Human Resources and Finance
40
17



Sales
40
19



Marketing
29
8



Operations
495
211



Teaching Staff
518
335

1,126
595

The Company has no employees other than the Directors (2022:NIL) who were remunerated through other Group and related companies. No recharges are made given the size and practicality of such a recharge.
The highest paid director received remuneration of £351,022 (2022: £215,453). 


9.


Interest receivable and similar income

2023
2022
£
£


Other interest receivable
453,851
43,863

The Company has no interest receivable or similar income.

Page 32

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
35,546
71,936

Unwinding of deferred consideration
299,293
-

334,839
71,936

The Company has no interest payable or similar expenses.


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits/(losses) for the year
2,407,299
470,066


Origination and reversal of timing differences
85,607
269,104

Changes to tax rates
-
1,427,341

Total deferred tax
85,607
1,696,445


Tax on profit/(loss)
2,492,906
2,166,511
Page 33

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 21.4% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
5,980,723
(933,149)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.4% (2022 - 19%)
1,281,843
(177,298)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
704,474
702,160

Higher rate taxes on overseas earnings
269,001
288,985

Change in tax rate
200,762
1,423,882

Under/(over) provision in prior year
80,408
(45,326)

Group relief
(43,582)
(25,892)

Total tax charge for the year
2,492,906
2,166,511


Factors that may affect future tax charges

As announced in the 2022 Autumn Budget, the UK corporation tax rate has risen to 25% effective from 1 April 2023. This increased rate is only effective where UK taxable entities generate profits over £250,000. Otherwise a sliding scale rate between 19% and 25% applies where profits range from £50,000 to £250,000. 
The Group operates in a number of jurisdictions and its future tax charge is subject to various factors outside of the Group's control as outlined above with changes in statutory tax rates and legislative alterations. 
The Group has carried forward gross tax losses of £3,802,957 (FY22: £1,752,951) in respect of overseas entities in the USA and Canada.  No deferred tax asset is recognised on these losses due to significant uncertainty regarding future taxable profits within the relevant entities against which these losses may be utilised.  Total losses of £2,486,936 in relation US Federal losses and the £1,316,021 of Canadian losses can be carried forward indefinitely.  The US losses are also subject to local state and city tax returns and the related losses have a 20-year expiry period: £479,358 for FY20 will expire by 2040, £350,967 for FY21 by 2041, £958,707 for FY22 by 2042 and £653,978 for FY23 by 2043.

Page 34

 


 
SPARROWHAWK 2 LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023


12.


Intangible assets


Group






Capitalised software and website costs
Customer relationships
Trade names
Digital content
Goodwill
Total

£
£
£
£
£
£



Cost


At 1 September 2022
545,591
21,756,000
5,128,000
818,851
36,168,365
64,416,807


Additions
2,312,783
-
-
-
-
2,312,783


Transfer between classes
572,851
-
-
(572,851)
-
-


Disposals
(30,403)
-
-
-
-
(30,403)


Adjustments (see note)
-
-
-
-
(507,874)
(507,874)


Foreign exchange movement
(774)
-
-
-
(51,880)
(52,654)



At 31 August 2023
3,400,048
21,756,000
5,128,000
246,000
35,608,611
66,138,659



Amortisation


At 1 September 2022
163,376
1,742,524
727,356
133,674
4,997,260
7,764,190


Charge for the year
200,358
1,365,156
512,519
49,173
3,494,697
5,621,903


On disposals
(15,100)
-
-
-
-
(15,100)


Transfer between classes
63,889
-
-
(63,889)
-
-


Foreign exchange movement
(179)
-
-
-
-
(179)



At 31 August 2023
412,344
3,107,680
1,239,875
118,958
8,491,957
13,370,814
Page 35

 


 
SPARROWHAWK 2 LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
           12.Intangible assets (continued)




Net book value



At 31 August 2023
2,987,704
18,648,320
3,888,125
127,042
27,116,654
52,767,845



At 31 August 2022
382,215
20,013,476
4,400,644
685,177
31,171,105
56,652,617

Based on new information acquired within 12 months from the date of acquisition, management has increased the net assets acquired resulting in an adjustment to goodwill of £507,874. 

Included in Capitalised software and website costs are £2,159,889 (2022: £nil) of assets under construction, which have not been amortised.



The Company has no intangible or tangible fixed assets. 
Page 36

 


 
SPARROWHAWK 2 LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023


13.


Tangible fixed assets


Group







Leasehold property and renovation
Vehicles
Fixtures and fittings
Office equipment
Teaching equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 September 2022
685,162
16,916
300,024
721,350
27,662
1,751,114


Additions
14,906
-
106,051
297,321
13,343
431,621


Exchange adjustments
(11,414)
(2,005)
(26,752)
(38,878)
(1,254)
(80,303)



At 31 August 2023
688,654
14,911
379,323
979,793
39,751
2,102,432



Depreciation


At 1 September 2022
236,182
2,134
93,669
211,042
13,869
556,896


Charge for the year
146,359
2,478
52,593
215,181
7,338
423,949


Exchange adjustments
(5,878)
(372)
(8,514)
(12,220)
(423)
(27,407)



At 31 August 2023
376,663
4,240
137,748
414,003
20,784
953,438



Net book value



At 31 August 2023
311,991
10,671
241,575
565,790
18,967
1,148,994



At 31 August 2022
448,980
14,782
206,355
510,308
13,793
1,194,218

Page 37

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 September 2022
49,206,041



At 31 August 2023
49,206,041






Net book value



At 31 August 2023
49,206,041



At 31 August 2022
49,206,041

Page 38

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

LIPC Partnership Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
OIDI Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
BIC Partnership Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
JIC Partnership Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
ICD Partnership Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Greenwich International College Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Bradford International College Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Sparrowhawk 3 Limited*
17 Grosvenor Street, London, W1K 4QG
Ordinary
100%
IES LLC
415 Broadway, San Diego, CA 92101 USA
Ordinary
100%
Studytrips Travel Limited
Resolve Advisory Limited, 22, York Buildings, London, WC2N 6JU
Ordinary
100%
Studytrips Limited
Resolve Advisory Limited, 22, York Buildings, London, WC2N 6JU
Ordinary
100%
Hellene Travel Limited
Resolve Advisory Limited, 22, York Buildings, London, WC2N 6JU
Ordinary
100%
Oxford International Education and Travel Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Page 39

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Vancouver Maple Leaf Language Colleges Inc
205-815 West Hastings Street, Vancouver BC. Canada V3M 2G4
Ordinary
100%
Bejing Pathways Education Consulting Company Limited
7f-126, 101, floor 7, No. 219, Wangfujing Street, Dongcheng District, Beijing
Ordinary
100%
East Coast School of Languages Limited
1256 Barrington Street, Halifax, NS B3J 1Y6
Ordinary
100%
OIEG Education Services LLP
A-004A Boomerang, Chandivali Farm Road, Powai, Mumbai - 400 072
Ordinary
100%
Mohit Gambir Education Pvt Limited
A-1103/04, Lake Lucerne, Adi Shankaracha, Rya Marg, Gopal Sharma School, Powai, Mumbai
Ordinary
100%
EXIMMG Educational Consultants Private Limited
A-1103/04, Lake Lucerne, Adi Shankaracha, Rya Marg, Gopal Sharma School, Powai, Mumbai
Ordinary
100%
Oxford International Education Group Services Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Oxford International Education Group Limited (formerly RDDB Limited)
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Oxford International Worldwide Educational Services Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Edinburgh Napier International College Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%
Kent International College Limited
New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, SO53 3LG
Ordinary
100%

* only Sparrowhawk 3 Limited is directly held by the company with the remaining subsidiaries being indirectly held.

Page 40

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 August 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

LIPC Partnership Limited
16,712,107
12,149,558

OIDI Limited
1,441,797
(169,149)

BIC Partnership Limited
2,597,356
670,988

JIC Partnership Limited
(354,571)
20,062

ICD Partnership Limited
249,382
660,802

Greenwich International College Limited
2,121,971
1,036,356

Bradford International College Limited
1,635,902
1,175,617

Sparrowhawk 3 Limited*
46,379,270
(2,294,771)

IES LLC
(2,299,021)
(1,095,046)

Studytrips Travel Limited
8,679
(7,491)

Studytrips Limited
382
250

Hellene Travel Limited
-
-

Oxford International Education and Travel Limited
(13,929,419)
(7,885,703)

Vancouver Maple Leaf Language Colleges Inc
490,526
392,051

Bejing Pathways Education Consulting Company Limited
(134,199)
-

East Coast School of Languages Limited
(1,088,683)
(998,206)

OIEG Education Services LLP
301,714
70,576

Mohit Gambir Education Pvt Limited
1,322,173
1,015,474

EXIMMG Educational Consultants Private Limited
4,339,183
3,700,748

Oxford International Education Group Services Limited
(48,683)
(2,637)

Oxford International Education Group Limited (formerly RDDB Limited)
60,844
-

Oxford International Worldwide Educational Services Limited
506,979
516,135

Edinburgh Napier International College Limited
(35,231)
(35,331)

Kent International College Limited
(5,005)
(5,105)

Page 41

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

15.


Audit exemption for subsidiary companies

The following subsidiaries have claimed exemption from the requirements of Companies Act 2006 relating to the audit of their accounts, under section 479A of the Act:
Company name and number:
Sparrowhawk 3 Limited - 13248723
OIDI Limited - 09392947
LIPC Partnership Limited - 09113650
BIC Partnership Limited - 10202145
JIC Partnership Limited - 10279629
ICD Partnership Limited - 10589826
Greenwich International College Limited - 11053072
Bradford International College Limited - 13307083
Oxford International Education Group Services Limited - 10893385
Oxford International Worldwide Educational Services Limited - 14062230


16.


Stocks

Group
Group
2023
2022
£
£

Travel cards, bus tickets and luncheon vouchers
231,216
142,781


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The amount included in cost of sales in the year amounted to £399,978 (2022: £416,851).


17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
6,195,718
7,157,141
-
-

Amounts owed by group undertakings
331,597
-
-
-

Other debtors
623,950
986,219
-
-

Prepayments and accrued income
5,622,766
3,054,956
-
-

Tax recoverable
-
8,743
-
-

Deferred taxation (note 22)
43,845
418,096
-
12,203

12,817,876
11,625,155
-
12,203


Amounts owed by parent undertaking are non-interest bearing and repayable on demand.

Page 42

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

18.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
36,126,256
32,937,064


Some bank accounts are subject to an intercompany guarantee secured on the assets of UK based Group companies.


19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
5,505,195
3,615,527
-
-

Payments received on account
21,364,329
28,504,572
-
-

Amounts owed to group undertakings
-
191,780
103,765
40,100

Corporation tax
234,262
-
-
-

Other taxation and social security
929,153
737,080
-
-

Other creditors
1,814,076
2,004,523
-
-

Accruals and deferred income
16,572,787
13,283,897
99,600
63,665

46,419,802
48,337,379
203,365
103,765


Payments on account relate to cash received for future courses not invoiced yet and deferred income reflects invoiced tuition and accommodation fees relating to future courses.
Amounts owed to parent undertaking are non-interest bearing and repayable on demand.
Other creditors includes £1,148,682 (2022: £1,101,000) of deferred consideration in respect of the acquisition of Mohit Gambir Education Pvt Limited and EXIMMG Educational Consultants Private Limited, payable in less than one year. This was issued in the form of preference share capital. The preference shares have fixed repayment dates but do not carry any voting rights or fixed coupon. On this basis it is considered that the preference shares have more of the characteristics of a liability than equity and have been classified as such. 

Page 43

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

20.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Other creditors
1,138,611
2,047,000


Other creditors includes £1,138,611 (2022: £2,047,000) of deferred consideration in respect of the acquisition of Mohit Gambir Education Pvt Limited and EXIMMG Educational Consultants Private Limited.
This was issued in the form of preference share capital. The preference shares have fixed repayment dates but do not carry any voting rights or fixed coupon. On this basis it is considered that the preference shares have more of the characteristics of a liability than equity and have been classified as such. 


21.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets that are measured at amortised cost

Trade debtors
6,195,718
7,157,141
-
-

Amounts owed by parent undertaking
331,597
-
-
-

Other debtors
623,950
986,219
-
-

Cash at bank and in hand
36,126,256
32,937,064
-
-

43,277,521
41,080,424
-
-


Financial liabilities measured at amortised cost

Trade creditors
5,505,195
3,615,527
-
-

Amount owed to parent undertaking
-
191,780
103,765
40,100

Other creditors
1,814,076
2,004,523
-
-

Accruals
12,431,903
8,451,766
99,600
63,665

19,751,174
14,263,596
203,365
103,765


Fair value of financial instruments approximates to carrying value. 

Page 44

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

22.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(5,941,009)
(3,279,351)


Credited to profit or loss
(85,606)
-


Arising on business combinations
-
(963,750)


Utilised in year
(16,625)
(1,697,908)



At end of year
(6,043,240)
(5,941,009)

Company


2023
2022


£

£






At beginning of year
12,203
12,203


Utilised in year
(12,203)
-



At end of year
-
12,203
The deferred tax balance is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(433,000)
(211,519)
-
-

Tax losses carried forward
43,845
418,096
-
12,203

Acquired intangibles
(5,654,085)
(6,147,586)
-
-

(6,043,240)
(5,941,009)
-
12,203

Comprising:

Asset - due within one year
43,845
418,096
-
12,203

Liability
(6,087,085)
(6,359,105)
-
-

(6,043,240)
(5,941,009)
-
12,203



Deferred tax is measured at 25%, being the rate substantively enacted on 22 July 2020, taking effect from 1 April 2023, and being the rate at which deferred tax is expected to crystallise. 

Page 45

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

23.


Provisions


Group



Other provisions

£





At 1 September 2022
220,275


Charged to profit or loss
562,538



At 31 August 2023
782,813

At 31 August 2022 the Group held current provisions of £220k in respect of dilapidations. A further provision of £563k was made in 2023, in respect of an onerous lease. These reflect the economic outflow expected as a result of restoring leased properties to their original condition on termination of the relevant lease agreements.
The company has no provisions.


24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



49,206,041 (2022 - 49,206,041) Ordinary shares of £0.01 each
492,060
492,060



25.


Pension commitments

The Group operates a defined contribution pension scheme for the benefit of all employees. The assets of the scheme are administered by the trustees in a fund independent from those of the Group. 
The total contributions payable in the year amounted to £264,172 (2022: £241,210). The amount unpaid at 31 August 2023 was £Nil (2022: £4,639).

Page 46

 
SPARROWHAWK 2 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

26.


Commitments under operating leases

At 31 August 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group

Group
As restated
2023
2022
£
£

Not later than 1 year
2,099,976
1,641,056

Later than 1 year and not later than 5 years
3,873,382
3,667,294

Later than 5 years
1,952,687
1,173,921

7,926,045
6,482,271
During the year, £1,669,284 (2022: £1,391,189) was recognised as an expense in the profit and loss account in respect of operating leases. 


27.


Related party transactions

The company has taken advantage of the exemption permitted by Section 33 'Related party disclosures' not to provide disclosures of transactions entered into with other wholly owned members of the Group.
The land and buildings at Brighton are leased, at arm's length, from a director on a 15 year period starting 25 March 2011. During the year Oxford International Education & Travel Limited paid rent amounting to £48,000 (2022: £48,000) to D Brown, a director of Oxford International Education & Travel Limited, with no amount owing as at the balance sheet date.


28.


Controlling party

The Directors consider THI Holdings GmbH to be the ultimate controlling party by virtue of the fact they are the majority shareholder of the Company's immediate parent company, Sparrowhawk 1 Limited.
The largest group in which the results of the Company are consolidated is THI Holdings GmbH. Copies of financial statements are available on request from THI Investments, Eberhardstraße 65, 70173 Stuttgart Germany. 

Page 47