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

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

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

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

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

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.

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

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.

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

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.

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

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

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

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

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

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.