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REGISTERED NUMBER: 09909630 (England and Wales)

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CALLAN METHOD GROUP LIMITED

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

Company Information | 1 |

Report of the Directors | 2 |

Consolidated Income Statement | 3 |

Consolidated Balance Sheet | 4 |

Company Balance Sheet | 6 |

Notes to the Consolidated Financial Statements | 8 |

CALLAN METHOD GROUP LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | R J Case

| C Dukes

| H S Winetroube

| SECRETARY: | H S Winetroube

| REGISTERED OFFICE: | Unit 705, The Chandlery

| 50 Westminster Bridge Road

| Waterloo

| London

| SE1 7QY

| REGISTERED NUMBER: | 09909630 (England and Wales)

| ACCOUNTANTS: | MGR Paris Limited

| Chartered Accountants

| 55 Loudoun Road

| St John's Wood

| London

| NW8 0DL

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The group had a good year of trading in 2024, particularly in Callan Method Organisation.

The new 3rd Edition of the core General English course was well received by customers in all territories. To support schools in their transition to the new teaching materials, the company introduced a Teacher's eBook Subscription service, an innovation which further develops the group's service offering and builds regular recurring income streams.

Of particular note in 2024 was the swing from printed books to eBooks, particularly in Japan. This had a small beneficial impact on profitability.

Callan Online has yet to find a route to growth, but its cost base is very flexible and it continues to make a positive contribution to the group.

During 2024 the group redeemed all the preference shares. The only remaining debt in the group is the remnant of the 'bounce-back' loan which was underwritten by the government as support during COVID. As a result, the group's financing costs are now extremely low. The 'bounce-back' loan will be fully repaid in 2026.

As we mention in note 19 to these financial statements, post the year end, on 1 August 2025, Callan Method Group Limited and it's subsidiaries were sold to an Employee Ownership Trust, Callan EOT Limited.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors during the year under review were:

R J Case

B E Case

C Dukes

H S Winetroube

Other changes in directors holding office are as follows:

B E Case ceased to be a director after 31 December 2024 but prior to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

H S Winetroube - Director

16 September 2025

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

TURNOVER | 1,701,877 |  | 1,506,810 |  |

Cost of sales | (705,874 | ) | (694,861 | ) |

GROSS PROFIT | 996,003 |  | 811,949 |  |

Administrative expenses | (801,492 | ) | (721,115 | ) |

194,511 |  | 90,834 |  |

Other operating income | 3,029 |  | - |  |

OPERATING PROFIT | 4 | 197,540 |  | 90,834 |  |

Income from fixed asset investments | - |  | (20,000 | ) |

Interest receivable and similar income | 5,710 |  | 2,262 |  |

203,250 |  | 73,096 |  |

Interest payable and similar expenses | 5 | (602 | ) | (740 | ) |

PROFIT BEFORE TAXATION | 202,648 |  | 72,356 |  |

Tax on profit | 6 | (34,936 | ) | (6,984 | ) |

PROFIT FOR THE FINANCIAL YEAR | 167,712 |  | 65,372 |  |

Profit attributable to:

Owners of the parent | 167,712 |  | 65,372 |  |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | 417,751 |  | 447,591 |  |

Tangible assets | 10 | 7,043 |  | 7,995 |  |

Investments | 11 | - |  | - |  |

424,794 |  | 455,586 |  |

CURRENT ASSETS

Stocks | 95,053 |  | 154,647 |  |

Debtors | 12 | 123,615 |  | 110,548 |  |

Cash at bank and in hand | 128,400 |  | 105,339 |  |

347,068 |  | 370,534 |  |

CREDITORS

Amounts falling due within one year | 13 | (201,260 | ) | (182,736 | ) |

NET CURRENT ASSETS | 145,808 |  | 187,798 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 570,602 |  | 643,384 |  |

CREDITORS

Amounts falling due after more than one year | 14 | (4,167 | ) | (14,167 | ) |

NET ASSETS | 566,435 |  | 629,217 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 125,000 |  | 345,000 |  |

Retained earnings | 17 | 441,435 |  | 284,217 |  |

SHAREHOLDERS' FUNDS | 566,435 |  | 629,217 |  |

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

CONSOLIDATED BALANCE SHEET - continued

31 DECEMBER 2024

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

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

H S Winetroube - Director

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

COMPANY BALANCE SHEET

31 DECEMBER 2024

| 31.12.24 |  | 31.12.23

| Notes | £ | £ |

FIXED ASSETS

Intangible assets | 9 | - |  | - |  |

Tangible assets | 10 | - |  | - |  |

Investments | 11 | 420,417 |  | 420,417 |  |

420,417 |  | 420,417 |  |

CURRENT ASSETS

Debtors | 12 | - |  | 20,000 |  |

Cash at bank | 58 |  | 190 |  |

58 |  | 20,190 |  |

CREDITORS

Amounts falling due within one year | 13 | (140,509 | ) | (88,475 | ) |

NET CURRENT LIABILITIES | (140,451 | ) | (68,285 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 279,966 |  | 352,132 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 125,000 |  | 345,000 |  |

Retained earnings | 17 | 154,966 |  | 7,132 |  |

SHAREHOLDERS' FUNDS | 279,966 |  | 352,132 |  |

Company's profit for the financial year | 158,328 |  | 21,210 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

COMPANY BALANCE SHEET - continued

31 DECEMBER 2024

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

The financial statements were approved by the Board of Directors and authorised for issue on 16 September 2025 and were signed on its behalf by:

H S Winetroube - Director

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Callan Method Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of twenty years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Fixtures and fittings | - | 20% on reducing balance

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Hire purchase and leasing commitments

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

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| Investments

| Financial assets, other than investments, are initially measured at transaction price (including transaction costs) and subsequently held at cost, less any impairment.

| Financial liabilities and equity

| Financial liabilities and equity are classified according to the substance of the financial instrument's contractual

| obligations, rather than the financial instrument's legal form. Financial liabilities are initially measured at

| transaction price (including transaction costs) and subsequently held at amortised cost.

| Parent company disclosure exemptions

| In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

| No cash flow statement has been presented for the parent company; and

| The following principal accounting policies have been applied:

| Basis of consolidation

| The consolidated financial statements present the result of Callan Method Group Limited and its subsidiaries as if they formed a single entity. Intercompany transactions and balances bet ween group companies are therefore eliminated in full.

| The consolidated financial statements incorporate the results of business combinations using the purchase

| method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially

| recognised at their fair value 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 9 (2023 - 11 ) .

| 31.12.24 |  | 31.12.23

£ | £ |

| Directors' remuneration | 160,618 |  | 158,551 |  |

| Directors' pension contributions to money purchase schemes | 6,425 |  | 6,016 |  |

4. | OPERATING PROFIT

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

| 31.12.24 |  | 31.12.23

£ | £ |

| Other operating leases | 25,856 |  | 25,363 |  |

| Depreciation - owned assets | 1,761 |  | 1,998 |  |

| Goodwill amortisation | 29,840 |  | 29,839 |  |

| Foreign exchange differences | (2,959 | ) | 1,879 |  |

| Pension costs | 18,570 |  | 16,969 |  |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank interest | 491 |  | 740 |  |

| Interest payable | 111 |  | - |  |

602 |  | 740 |  |

6. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 31.12.24 |  | 31.12.23

£ | £ |

| Current tax:

| UK corporation tax | 34,936 |  | 12,345 |  |

| Over/Under provision | - |  | (5,361 | ) |

| Tax on profit | 34,936 |  | 6,984 |  |

7. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8. | DIVIDENDS

| 31.12.24 |  | 31.12.23

£ | £ |

| Preference A shares shares of 1 each |

| Interim | 10,494 |  | 20,748 |  |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

9. | INTANGIBLE FIXED ASSETS

| Group

| Patents |

| and |  | Development |

| Goodwill |  | licences |  | costs |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 596,785 |  | 1 |  | 200,526 |  | 797,312 |  |

| Disposals | - |  | - |  | (200,526 | ) | (200,526 | ) |

| At 31 December 2024 | 596,785 |  | 1 |  | - |  | 596,786 |  |

| AMORTISATION

| At 1 January 2024 | 149,195 |  | - |  | 200,526 |  | 349,721 |  |

| Amortisation for year | 29,840 |  | - |  | - |  | 29,840 |  |

| Eliminated on disposal | - |  | - |  | (200,526 | ) | (200,526 | ) |

| At 31 December 2024 | 179,035 |  | - |  | - |  | 179,035 |  |

| NET BOOK VALUE

| At 31 December 2024 | 417,750 |  | 1 |  | - |  | 417,751 |  |

| At 31 December 2023 | 447,590 |  | 1 |  | - |  | 447,591 |  |

10. | TANGIBLE FIXED ASSETS

| Group

| Fixtures

| and

| fittings

£ |

| COST

| At 1 January 2024 | 19,855 |  |

| Additions | 809 |  |

| At 31 December 2024 | 20,664 |  |

| DEPRECIATION

| At 1 January 2024 | 11,860 |  |

| Charge for year | 1,761 |  |

| At 31 December 2024 | 13,621 |  |

| NET BOOK VALUE

| At 31 December 2024 | 7,043 |  |

| At 31 December 2023 | 7,995 |  |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

11. | FIXED ASSET INVESTMENTS

| Company

| Unlisted

| investments

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 420,417 |  |

| NET BOOK VALUE

| At 31 December 2024 | 420,417 |  |

| At 31 December 2023 | 420,417 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Callan Online Limited

| Registered office: United Kingdom

| Nature of business: Online teaching facility

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Callan Method Organisation Limited

| Registered office: United Kingdom

| Nature of business: Publishing

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Callan Method International Limited

| Registered office: United Kingdom

| Nature of business: Dormant Company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Callan Works Limited

| Registered office: United Kingdom

| Nature of business: Dormant Company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Trade debtors | 79,641 |  | 62,797 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | - |  | 20,000 |  |

| Other debtors | 43,974 |  | 47,751 |  | - |  | - |  |

123,615 |  | 110,548 |  | - |  | 20,000 |  |

13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.24 |  | 31.12.23 |  | 31.12.24 |  | 31.12.23 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 15) | 10,000 |  | 10,000 |  | - |  | - |  |

| Trade creditors | 17,838 |  | 42,824 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 129,730 |  | 70,781 |  |

| Taxation and social security | 45,597 |  | 24,606 |  | 5,517 |  | - |  |

| Other creditors | 127,825 |  | 105,306 |  | 5,262 |  | 17,694 |  |

201,260 |  | 182,736 |  | 140,509 |  | 88,475 |  |

14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Bank loans (see note 15) | 4,167 |  | 14,167 |  |

15. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans | 10,000 |  | 10,000 |  |

| Amounts falling due between one and two years: |

| Bank loans - 1-2 years | 4,167 |  | 10,000 |  |

| Amounts falling due between two and five years: |

| Bank loans - 2-5 years | - |  | 4,167 |  |

CALLAN METHOD GROUP LIMITED (REGISTERED NUMBER: 09909630)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

16. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 125,000 | Ordinary | 1 | 125,000 |  | 125,000 |  |

| 220,000 | Preference A shares | 1 | - |  | 220,000 |  |

125,000 |  | 345,000 |  |

17. | RESERVES

| Group

| Retained

| earnings

£ |

| At 1 January 2024 | 284,217 |  |

| Profit for the year | 167,712 |  |

| Dividends | (10,494 | ) |

| At 31 December 2024 | 441,435 |  |

| Company

| Retained

| earnings

£ |

| At 1 January 2024 | 7,132 |  |

| Profit for the year | 158,328 |  |

| Dividends | (10,494 | ) |

| At 31 December 2024 | 154,966 |  |

18. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

19. | POST BALANCE SHEET EVENTS

| On 1st August 2025, Callan EOT Limited acquired 100% of the issued share capital of the company on trust for the Callan Employee Ownership Trust.