Company Registration No. 05864039 (England and Wales)
OISE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OISE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
OISE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
B P Dean
T Gins
Company number
05864039
Registered office
90 Banbury Road
Oxford
England
OX2 6JT
Auditor
Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
264 Banbury Road
Oxford
Oxfordshire
OX2 7DY
Bankers
HSBC UK Bank plc
Apex Plaza
Reading
Berkshire
RG1 1AX
OISE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The 2024 results fell short of expectations. Although certain fixed costs declined, others such as business rates increased. After showing steady growth through 2023, sales began to dip in 2024 before stabilising in 2025. Encouraging signs of renewed EU cooperation post-Brexit have emerged, yet the company still faces obstacles created by earlier government policies, including the replacement of ID cards with passports and the introduction of visa waiver requirements for EU pupils. Despite these challenges, the business continues to benefit from a loyal customer base and strong word-of-mouth recommendations. cost-streamlining programme launched in 2024 remains ongoing through 2025.

There was a loss for the year after taxation amounting to £(549,496) (202 3–profit of £3,684,242).

A dividend of £nil (202 3 - £nil) was paid in the year. The directors do not propose a final dividend (202 3 - £nil).

Principal risks and uncertainties

There are a number of risks and uncertainties that may affect the group’s performance:

- A major outbreak of an infectious disease such as coronavirus;

- A shortage of teachers post pandemic;

- The British Home Offices “hostile environment” which leads to a growing number of visa refusals;

- Better language education in the pupils' own country.

The group ensures that its exposure to a downturn in a particular trading sector is managed by continuing to broaden its activities by increasing the depth of the education it provides. The group also has a wide range of customers, which limits exposure to any material loss of revenue from any one specific source.

The financial risk management objectives of the group in relation to financial instruments are set by the board with a view to minimising the group’s exposure to price, credit, liquidity and cash flow risks. The use of derivative instruments is made to mitigate risks or enhance returns, subject to strict control of exposures.

Key performance indicators

The board of directors (‘the board’) use a number of tools to monitor the group’s progress, including a review of key performance indicators (‘KPIs’) on a regular and consistent basis across the group. Examples of KPIs currently used for the group include:

|  | 2024 % | 2023 %
(Reduction) in sales |  | (22.2) | (4.2)
(Reduction) in gross profit |  | (24.9) | (6.2)
(Reduction) / increase in operating profit |  | (61.4) | 12.7
(Reduction) / increase in net assets |  | (1.8) | 26.2

The KPIs are used to monitor performance as they indicate achievement against the group’s objectives of delivering shareholders value and profit margin growth. In addition, other measures are used at the level of divisional management, including business unit performance and client satisfaction.

OISE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Social responsibility

The Global Business Coalition for Education created the # SmartInvestment network, of which OISE is a member, in order for companies to engage more deeply with educational issues throughout the developing world.

The Global Business Coalition for Education is an action-orientated organisation supported by UNESCO, UNICEF, the UN Global Compact and the UN Special Envoy for Global Education. It brings together corporate leaders and companies committed to delivering quality education for all of the world’s children and youth. The company is keen to identify projects it can contribute to.

Effect of the Euro

The group owns a number of sales distributors and schools throughout the European Union (‘EU’). Sales made to EU customers are invoiced in local currency with the cost of sales being primarily in sterling. The group’s policy is to minimise currency exposures on these sales through the appropriate use of forward currency contracts.

Going concern

The group’s management has a reasonable expectation that the group and the company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts.

The directors have reviewed detailed forecasts and consider the company is able to continue meeting its liabilities as they fall due in the foreseeable future which is considered to be a period of twelve months from the date of approving these financial statements. In particular, the directors have considered the forecast level of cash held by the company and consider that a sufficient level of cash shall be held for the company to meet its liabilities.

On behalf of the board

T Gins
Director
2 September 2025
OISE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the group is language tuition. The principal activity of the company is that of a holding company and is also to own investment properties held for use within the group and for rental outside the group.

Results and dividends

The results for the year are set out on page 8.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

B P Dean
T Gins
Directors' insurance

During the year, the group maintained professional indemnity insurance in respect of its directors, offices and senior management.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

OISE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
T Gins
Director
2 September 2025
OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OISE HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of OISE Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport 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.

OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OISE HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments. The most significant laws and regulations that have an indirect impact on the financial statements are The Education (Scotland) Act (1980), Standards in Scotland's Schools etc. Act 2000, Children and Young People (Scotland) Act 2014, Education (Scotland) Act 2016, and the General Data Protection Regulation (as adopted in the UK by the Data Protection Act 2018).

During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes, correspondence with regulatory authorities and other documentation (as detailed further below).

We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

a. Reviewing the controls set in place by management;

b. Making enquiries of management as to whether they consider fraud or other irregularity may have taken

place, o r where such opportunity might exist;

c. Challenging management assumptions with regard to accounting estimates; and

d. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OISE HOLDINGS LIMITED
- 7 -

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Malik Nayyer Salim (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
2 September 2025
OISE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
4,193,313
5,387,001
Cost of sales
(2,022,031)
(2,495,460)
Gross profit
2,171,282
2,891,541
Administrative expenses
(3,305,899)
(3,619,110)
Other operating income
3
424,948
288,009
Operating loss
4
(709,669)
(439,560)
Interest receivable and similar income
8
100,531
64,502
Interest payable and similar expenses
9
(56,648)
(45,731)
Fair value gains on investment properties
13
-
0
2,990,677
(Loss)/profit before taxation
(665,786)
2,569,888
Tax charge
10
116,290
1,114,354
(Loss)/profit for the financial year
(549,496)
3,684,242
Other comprehensive income
Fair value gains on freehold properties
-
0
2,412,173
Currency translation gain/(loss) taken to retained earnings
107,669
(239,371)
Tax relating to other comprehensive (expense) / income
-
0
(661,332)
Total comprehensive (expense) / income for the year
(441,827)
5,195,712
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

OISE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
8,874,602
9,790,325
Investment property
13
15,970,726
15,240,726
24,845,328
25,031,051
Current assets
Debtors
17
667,138
560,998
Cash at bank and in hand
2,020,857
2,696,306
2,687,995
3,257,304
Creditors: amounts falling due within one year
18
(2,406,098)
(2,552,511)
Net current assets
281,897
704,793
Total assets less current liabilities
25,127,225
25,735,844
Creditors: amounts falling due after more than one year
19
(29,485)
(84,080)
Provisions for liabilities
Deferred tax liability
21
537,461
649,658
(537,461)
(649,658)
Net assets
24,560,279
25,002,106
Capital and reserves
Called up share capital
23
190,000
190,000
Revaluation reserve
7,509,258
6,877,196
Merger reserve
24
760,000
760,000
Profit and loss reserves
16,101,021
17,174,910
Total equity
24,560,279
25,002,106

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 2 September 2025 and are signed on its behalf by:
02 September 2025
T Gins
Director
Company registration number 05864039 (England and Wales)
OISE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment property
13
16,550,000
16,550,000
Investments
14
190,000
190,000
16,740,000
16,740,000
Current assets
Debtors
17
139,984
48,272
Cash at bank and in hand
470
452
140,454
48,724
Creditors: amounts falling due within one year
18
(4,763,042)
(5,314,969)
Net current liabilities
(4,622,588)
(5,266,245)
Total assets less current liabilities
12,117,412
11,473,755
Provisions for liabilities
Deferred tax liability
21
-
0
112,197
-
(112,197)
Net assets
12,117,412
11,361,558
Capital and reserves
Called up share capital
23
190,000
190,000
Revaluation reserve
2,652,502
2,279,930
Other reserves
564,321
564,321
Profit and loss reserves
8,710,589
8,327,307
Total equity
12,117,412
11,361,558

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £755,854 (2023 - £2,483,416 profit).

The financial statements were approved by the board of directors and authorised for issue on 2 September 2025 and are signed on its behalf by:
02 September 2025
T Gins
Director
Company registration number 05864039 (England and Wales)
OISE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Revaluation reserve
Merger reserve
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
190,000
2,807,768
760,000
16,048,626
19,806,394
Year ended 31 December 2023:
Profit for the year
-
-
-
3,684,242
3,684,242
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
-
2,412,173
2,412,173
Currency translation differences
-
-
-
(239,371)
(239,371)
Transfer in relation to revaluation of freehold and investment properties net of deferred tax - as restated
-
4,069,428
-
(4,069,428)
-
Tax relating to other comprehensive income
-
-
0
-
(661,332)
(661,332)
Total comprehensive income
-
4,069,428
-
1,126,284
5,195,712
Balance at 31 December 2023
190,000
6,877,196
760,000
17,174,910
25,002,106
Year ended 31 December 2024:
Loss for the year
-
-
-
(549,496)
(549,496)
Other comprehensive income:
Currency translation differences
-
-
-
107,669
107,669
Transfer in relation to movement in deferred tax on the revaluation of freehold and investment properties
-
632,062
-
(632,062)
-
Total comprehensive expense
-
632,062
-
(1,073,889)
(441,827)
Balance at 31 December 2024
190,000
7,509,258
760,000
16,101,021
24,560,279
OISE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Revaluation reserve
Fair value reserve
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
190,000
-
0
564,321
8,123,821
8,878,142
Year ended 31 December 2023:
Profit for the year
-
-
-
2,483,416
2,483,416
Other comprehensive income:
Transfer in relation to revaluation of investment properties net of deferred tax
-
2,279,930
-
(2,279,930)
-
Total comprehensive income
-
2,279,930
-
203,486
2,483,416
Balance at 31 December 2023
190,000
2,279,930
564,321
8,327,307
11,361,558
Year ended 31 December 2024:
Profit for the year
-
-
-
755,854
755,854
Other comprehensive income:
Transfer in relation to movement in deferred tax on the revaluation of investment properties
-
372,572
-
(372,572)
-
Total comprehensive income
-
372,572
-
383,282
755,854
Balance at 31 December 2024
190,000
2,652,502
564,321
8,710,589
12,117,412
OISE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
30
(749,004)
(246,688)
Interest paid
(49,604)
(42,092)
Income taxes (paid)/refunded
(7,357)
147,842
Net cash outflow from operating activities
(805,965)
(140,938)
Investing activities
Purchase of tangible fixed assets
(35,773)
(184,034)
Proceeds from disposal of tangible fixed assets
41,326
-
Interest received
99,924
65,258
Net cash generated from/(used in) investing activities
105,477
(118,776)
Financing activities
Net movement in other borrowings
180,000
1,320,000
Repayment of bank loans
(74,274)
(1,261,757)
Net cash generated from financing activities
105,726
58,243
Net decrease in cash and cash equivalents
(594,762)
(201,471)
Cash and cash equivalents at beginning of year
2,696,306
2,926,892
Effect of foreign exchange rates
(80,687)
(29,115)
Cash and cash equivalents at end of year
2,020,857
2,696,306
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

OISE Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 90 Banbury Road, Oxford, England, OX2 6JT.

The group consists of OISE Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company OISE Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors have reviewed detailed forecasts and consider group are able to continue meetings its liabilities as they fall due in the foreseeable future which is considered to be a period of twelve months from the date of approving these financial statements. In particular, the directors have considered the forecast level of cash held by the group and consider that a sufficient level of cash shall be held for the company to meet its liabilities.

1.5
Turnover

Turnover represents the income receivable for courses which have run during the year, and is shown net of VAT.

Income received in advance for courses running in future financial periods is deferred and released to turnover in those periods.

Rental income is recognised when it is receivable and is shown net of VAT.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 2 - 10 years.

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

1.7
Tangible fixed assets

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

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

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

Freehold property
2% straight line
Long leasehold and leasehold improvements
over the period of the lease
Fixtures and fittings
10% - 25% straight line

Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life.

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

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

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

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

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

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

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

1.14
Taxation

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

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Current tax

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

Deferred tax

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

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

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

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

1.16
Retirement benefits

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

1.17
Leases

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18

Prior year reclassification

During a review of the opening balances it was noted that the transfer in relation to revaluation of investment properties net of deferred tax between the profit and loss reserve and the revaluation reserve incorrectly included other deferred tax movements which do not relate to the revaluation.

As a result, the transfer has been restated from £4,948,949 (as previously reported) to £4,069,428 (as restated), the revaluation reserve has been restated from £7,756,717 (as previously reported) to £7,509,258 (as restated) and the profit and loss reserve has been restated from £16,295,389 (as previously reported) to £17,174,910 (as restated). This has had no impact in total reserves.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of investment properties

The fair value of the investment properties have been arrived at on the basis of valuations carried out by the directors as at the year end. The revaluations were made on an open market value basis (which is considered to be a true reflection of fair value) by reference to comparable recent transactions for similar properties.

Useful economic lives of tangible assets

The annual depreciation charge is sensitive to any changes in the estimated useful life and residual values of tangible assets. The useful economic lives and residual value is assessed on an annual basis and are amended only when evidence shows a change in the estimated economic lives or residual life. Criteria used to assess the economic life and residual value includes technological advancement, economic utilisation and physical condition of the asset and future investments.

Impairment of debtors

On a periodic basis management makes an estimation of the recoverability of debtors. Management makes such estimations based on the credit rating of debtors, the ageing profile and historical experience.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Provision of language tuition for overseas students
4,193,313
5,387,001
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
2,253,774
4,580,779
Europe
1,563,907
377,604
Rest of the world
375,632
428,618
4,193,313
5,387,001
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 21 -
2024
2023
£
£
Other revenue
Interest income
100,531
64,502
Rental income
424,948
288,009
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
178,305
239,371
Fees payable to the group's auditor for the audit of the group's financial statements
34,650
30,000
Depreciation of owned tangible fixed assets
143,746
454,641
Loss on disposal of tangible fixed assets
18,100
-
Operating lease charges
43,237
77,362
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
34,650
30,000
For other services
Taxation compliance services
6,000
5,850
All other non-audit services
9,200
4,000
15,200
9,850
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Teaching
145
138
-
-
Administration
36
39
-
-
Total
181
177
0
0
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,459,657
2,545,252
-
0
-
0
Social security costs
235,458
262,413
-
-
Pension costs
77,263
83,539
-
0
-
0
2,772,378
2,891,205
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
69,863
67,763
Company pension contributions to defined contribution schemes
17,000
17,000
86,863
84,763
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
100,531
64,502
9
Interest payable and similar expenses
2024
2023
£
£
Interest on overdrafts and loans
56,648
45,731
10
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
(456)
10,597
Adjustments in foreign tax in respect of prior periods
(3,637)
-
0
Total current tax
(4,093)
10,597
Deferred tax
Origination and reversal of timing differences
(112,197)
(1,124,951)
Total tax credit
(116,290)
(1,114,354)
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 23 -

The actual credit for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(665,786)
2,569,888
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(166,447)
604,438
Tax effect of expenses that are not deductible in determining taxable profit
(2,031)
217,256
Unutilised tax losses carried forward
221,960
-
0
Other permanent differences
-
0
470
Under/(over) provided in prior years
(3,637)
-
0
Fixed asset differences
(27,389)
17,571
Remeasurement of deferred tax for changes in tax rates
-
0
48,107
Deferred tax asset recognised in respect to historic losses
241,368
(1,223,018)
Movement in fair value of properties not taxable
-
(1,203,300)
Other short-term timing differences (including overseas tax rates)
(7,542)
(303,333)
Chargeable gains
(372,572)
727,455
Taxation credit
(116,290)
(1,114,354)

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Current tax arising on:
Deferred tax movement on fair value of freehold properties recognised in other comprehensive income
-
661,332
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024
4,029,603
Exchange adjustments
(69,930)
At 31 December 2024
3,959,673
Amortisation and impairment
At 1 January 2024
4,029,603
Exchange adjustments
(69,930)
At 31 December 2024
3,959,673
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
(Continued)
- 24 -
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
12
Tangible fixed assets
Group
Freehold property
Long leasehold and leasehold improvements
Fixtures and fittings
Total
£
£
£
£
Cost or valuation
At 1 January 2024
9,289,274
1,194,106
1,938,642
12,422,022
Additions
-
0
17,835
17,938
35,773
Disposals
-
0
(247,954)
(287,960)
(535,914)
Transfer to investment property
(730,000)
-
0
-
0
(730,000)
Exchange adjustments
-
0
(15,794)
(30,956)
(46,750)
At 31 December 2024
8,559,274
948,193
1,637,664
11,145,131
Depreciation and impairment
At 1 January 2024
191,249
869,777
1,570,671
2,631,697
Depreciation charged in the year
18,774
33,725
91,247
143,746
Eliminated in respect of disposals
-
0
(216,927)
(259,561)
(476,488)
Transfers
-
0
(19,853)
19,853
-
0
Exchange adjustments
-
0
(3,435)
(24,991)
(28,426)
At 31 December 2024
210,023
663,287
1,397,219
2,270,529
Carrying amount
At 31 December 2024
8,349,251
284,906
240,445
8,874,602
At 31 December 2023
9,098,025
324,329
367,971
9,790,325
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

During the year, the group began renting a property to a third party. This property has therefore been transferred from freehold to investment property.

The following asse t s are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 25 -
2024
2023
£
£
Group
Cost
5,251,005
5,396,303
Accumulated depreciation
(1,665,194)
(1,604,018)
Carrying value
3,585,811
3,792,285
13
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024 and 31 December 2024
15,240,726
16,550,000
Transfers from owner-occupied property
730,000
-
At 31 December 2024
15,970,726
16,550,000

The fair value of the investment property reflects the director's valuation, on an open market basis, by reference to market evidence of transaction prices for similar properties.

During the year, the group began renting a property to a third party. This property has therefore been transferred from freehold to investment property.

If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Cost
12,541,908
12,387,610
12,387,610
12,387,610
Accumulated depreciation
(839,467)
(726,783)
(726,783)
(726,783)
Carrying amount
11,702,441
11,660,827
11,660,827
11,660,827
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
190,000
190,000
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
190,000
Carrying amount
At 31 December 2024
190,000
At 31 December 2023
190,000
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
OISE Limited
UK
Ordinary
100.00
-
Instill Education Limited
UK
Ordinary
0
100.00
Pilgrims Limited
UK
Ordinary
0
100.00
Regent Language Training Limited
UK
Ordinary
0
100.00
Basil Paterson Limited
SC
Ordinary
0
100.00
The Edinburgh School of English Limited
SC
Ordinary
0
100.00
OISE Etudes Linguistiques SAS
FR
Ordinary
0
100.00
OISE Sprachtraining (Deutschland) GMBH
GR
Ordinary
0
100.00
OISE Italy SRL
IT
Ordinary
0
100.00
OISE Boston Inc.
BOS
Ordinary
0
100.00
ACE Consultores de Idiomas AS
SP
Ordinary
0
100.00
Canadoise Inc
CAN
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

UK
90 Banbury Road, Oxford, OX2 6JT
SC
66/67 Queen Street, Edinburgh, EH2 1JX
IRL
2 Park Place, City Park Gate, Mahon Point, Cork
SW
Avenue de beauregard 12, C/O BfB Fiduciarie SA, 1700 Fribourg
FR
95, Rue Seine, 75006 Paris
GR
Poststrasse 48, 69115 Heidelberg
IT
Via Molino delle Armi 25, 20123 Milan
SP
Calle Zurbano No. 45, 1a, 28010 Madrid
CAN
Bureau 1610, 999 Blvd de Maisonneuve Quest, Montreal, H3A3L4
DEL
Corporation Trust Center, 1209 Orange St, City of Wilmington, New Castle, Delaware
BOS
31, St James Avenue, Boston, MA 02116

On 1 January 2025, Basil Paterson Limited began trading, the nature of business is language tuition.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
-
-
470
452
Instruments measured at fair value through profit or loss
2,334,678
2,986,912
190,000
190,000
Carrying amount of financial liabilities include:
Financial liabilities measured at amortised cost
(2,175,099)
(2,226,436)
(5,023,416)
(4,018,599)
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
282,742
245,663
-
0
-
0
Corporation tax recoverable
26,325
29,621
-
0
-
0
Other debtors
37,194
44,945
-
0
-
0
Prepayments
320,877
240,769
139,984
48,272
667,138
560,998
139,984
48,272
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
51,416
77,650
-
0
-
0
Other borrowings
20
1,517,234
1,330,190
-
0
-
0
Trade creditors
262,299
384,199
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4,693,875
5,245,738
Corporation tax payable
8,239
22,981
-
0
-
0
Other taxation and social security
54,738
104,097
-
-
Other creditors
51,118
65,040
-
0
-
0
Accruals and deferred income
461,054
568,354
69,167
69,231
2,406,098
2,552,511
4,763,042
5,314,969
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
29,485
84,080
-
0
-
0
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
80,901
161,730
-
0
-
0
Loans from related parties
1,517,234
1,330,190
-
0
-
0
1,598,135
1,491,920
-
-
Payable within one year
1,568,650
1,407,840
-
0
-
0
Payable after one year
29,485
84,080
-
0
-
0

Other borrowings includes a loan of £1,517,234 (2023: £1,330,190) borrowed from Lanlaya Limited. This loan is repayable within one month of the receipt of a written demand for repayment. Interest is charged at 1.45% below the Bank of England base rate on the outstanding balannce.

Bank loans represent amounts borrowed by overseas subsidiaries. €159,107 was borrowed from BNP Paribas under the French Prêt Garanti par l’État. This loan is repayable in forty-eight monthly instalments of €5,184 commencing August 2022. Interest is charged at 0.75% on the loan starting from August 2021, interest on the first twelve months was paid by the French government under the PGE scheme.

Bank borrowings are secured by a composite company unlimited multilateral guarantee given by the company, OISE Limited and Instill Education Limited.

The debenture includes a fixed charge over all present freehold and leasehold property, first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
509,115
494,917
41,250
83,200
Tax losses
-
-
1,313,056
1,791,614
Revaluations
845,191
1,492,094
-
-
Fixed asset timing differences
537,461
537,461
-
-
1,891,767
2,524,472
1,354,306
1,874,814
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Deferred taxation
(Continued)
- 29 -
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
509,115
494,274
-
-
Revaluations
526,880
914,293
-
-
Transfers to group companies
-
-
1,035,995
1,296,370
1,035,995
1,408,567
1,035,995
1,296,370
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
649,658
112,197
Credit to profit or loss
(112,197)
(112,197)
Liability at 31 December 2024
537,461
-

Where deferred tax asset and liabilities relate to taxes levied by the same taxation authority and the company has a legally enforceable right to set off the tax asset and the liability, should the liability be crystallised, the relevant balances have been netted off in the accounts.

The company deferred tax asset represents tax losses that could be acquired from group companies and is recognised within the intercompany creditor.

During the year there has been a reassessment of the deferred tax liability with respect to the revaluations for the group. This has in turn reduced the deferred tax asset recognised on the tax losses. This movement has resulted in a transfer between the profit and loss reserve and the revaluation reserve.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
77,263
66,690

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
15,200,000
15,200,000
152,000
152,000
Ordinary B shares of 1p each
3,800,000
3,800,000
38,000
38,000
19,000,000
19,000,000
190,000
190,000
OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Share capital
(Continued)
- 30 -

The company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company. The company shall have the right to declare and pay different dividends on the A shares and the B shares.

24
Merger reserve

The merger reserve reflects amounts arising on acquisition of OISE Limited which was accounted for as a merger under accounting standards applicable at the date of acquisition.

25
Financial commitments, guarantees and contingent liabilities

In the normal course of business, the company has provided an unlimited guarantee as valuable security in connection with the banking facilities of various UK subsidiary undertakings. At 31 December 2024, the amount outstanding was £nil (2023: £nil).

26
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
48,123
96,246
48,123
48,123
Between two and five years
28,896
57,792
28,896
28,896
77,019
154,038
77,019
77,019
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
300,000
300,000
-
-
Between two and five years
1,387,500
1,387,500
-
-
1,687,500
1,687,500
-
-
27
Events after the reporting date

On 27 June 2025, the company received a dividend totalling £4m from its subsidiary, OISE Limited.

OISE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
28
Related party transactions

As at the year end the group owed £2,325 (2023: £2,718) to a director, the relevant amount is interest free and repayable on demand.

As at the year end the group owed £1,517,234 (2023: £1,330,190) to Lanleya Limited, a company with a common director, the loan is interest bearing at 1.45% below base rate. Interest of £53,401 (2023: £10,190) was paid during the year. The relevant loan is repayable on demand.

During the year the group operated out of properties owned by Lanleya Limited but no rent was charged.

The group has taken advantage of exemption available in Section 33 of FRS102 and has no disclosed details of transactions or balances with other wholly-owned companies in the OISE Holdings Limited group.

29
Controlling party

The directors consider the ultimate controlling party to be the director T Gins, by virtue of his shareholding in the company.

30
Cash absorbed by group operations
2024
2023
£
£
(Loss)/profit after taxation
(549,496)
3,684,242
Adjustments for:
Taxation credited
(116,290)
(1,114,354)
Finance costs
56,648
45,731
Investment income
(100,531)
(64,502)
Loss on disposal of tangible fixed assets
18,100
-
Fair value gain on investment properties
-
0
(2,990,677)
Depreciation and impairment of tangible fixed assets
143,746
454,641
Foreign exchange gains on cash equivalents
200,134
(205,828)
Movements in working capital:
Increase in debtors
(108,834)
(66,262)
(Decrease)/increase in creditors
(292,481)
10,321
Cash absorbed by operations
(749,004)
(246,688)
31
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
2,696,306
(594,762)
(80,687)
2,020,857
Borrowings excluding overdrafts
(1,491,920)
(112,770)
6,555
(1,598,135)
1,204,386
(707,532)
(74,132)
422,722
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