ACCOUNTS - Final Accounts

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

Registered number: 11089784

BAYSWATER EDUCATION LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

BAYSWATER EDUCATION LIMITED

COMPANY INFORMATION

Directors	N J Bray
	F S Brownlee
	J A Herbertson
	S Menden
	S M Roussounis


Registered number	11089784


Registered office	167-171 Queensway
	London
	United Kingdom
	W2 4SB


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

BAYSWATER EDUCATION LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditors' report	6 - 10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12
Company balance sheet	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 39

BAYSWATER EDUCATION LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present the Group Strategic Report and Financial Statements for the year ended 31 December 2024.
The Group’s principal activity continued to be that of delivering language and professional tuition alongside ancillary services.

Business review

The Group achieved 37% growth in revenue during the year ended 31 December 2024. The UK schools demonstrated notably impressive growth with revenue outperforming prior year by 68%, which was concentrated in the Liverpool and London schools.
Our focus on operating efficiency has delivered improved profitability. Gross profits have grown year on year by £2.02m. In recent years, the Group has invested in building a central team to support the schools in delivering consistently excellent services. Despite the increase in turnover, operating costs have only increased year on year by 1%.
At the end of November 2024, the Group acquired Leeds English Language School Limited. This acquisition takes the total number of schools contributing to the Group’s performance to eleven. We have identified exciting new premises in the city centre for the Leeds school and are currently undertaking a refurbishment project in readiness for the move.
Strategic direction
The Group directly operates ten schools based in the UK, Canada, Paris and Cape Town. We also work with a partner school based in Cyprus.
Technology and innovation
In 2024 the Group rolled out an availability tracker to improve the efficiency of the accommodation booking process. This has enhanced the customer booking experience and helped to drive incremental sales.

Page 1

BAYSWATER EDUCATION LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Operating risk
The success of the Group is dependent on maintaining its high standards of delivery. The student experience is at the heart of what we do on a day-to-day basis. Any failure to meet the expectations of our students could damage our reputation and impact future business. To mitigate this risk, we offer students multiple opportunities to provide feedback and closely monitor our ratings on third party platforms.
Market risk
It is essential that the Group understands the target market and stays informed about industry trends. We have developed longstanding relationships with agent partners to help us stay abreast of student expectations and we have a track record of developing new products to meet changing learning needs.
Global economic and political risk
The services offered by the Group are sensitive to many factors outside the Group’s direct control. These factors include changes to visa and immigration requirements, global conflicts and economic challenges in countries from where our students travel. By operating as a group of schools across three different continents, we are well placed to continue to offer services and manage the peaks and troughs experienced in specific schools at specific times.
Financial risk
The COVID pandemic placed considerable pressure on the English Language industry. Although student numbers have not yet recovered to pre-pandemic levels across the sector, the Group has succeeded in growing the business and enhancing the quality and breadth of services on offer. The continued success of the Group is predicated on maintaining and growing student numbers.
The Group has developed a suite of internal reporting tools to monitor and analyse financial performance so that senior leaders are best placed respond to any changes in the revenue pipeline.

Financial key performance indicators

The Group employs a variety of performance measures to monitor financial performance of the business. The key financial indicators are as set out below:

Financial KPI

	Year ended 31 December 2024	Year ended 31 December 2023
Turnover	£18.3m	£13.4m
Gross profit	£7.5m	£5.5m

Other key performance indicators

The Group considers student numbers to be a key non-financial performance indicator:

Non-Financial KPI

	Year ended 31 December 2024	Year ended 31 December 2023
Student numbers	14,200	10,142

Page 2

BAYSWATER EDUCATION LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Current trading and outlook

2025 is proving to be a challenging year for the English Language sector. Despite the pressures on our industry, we are seeking to maintain our revenues year on year whilst delivering enhanced profitability. We have implemented a new customer relationship management tool across the business and streamlined our accounting software to further improve our reporting capabilities.
We have delivered new products including pre-sessional English language tuition to university students and have welcomed our first students from the US under a new Study Abroad scheme.
We took the decision to cease our residential Summer Camp business at the end of 2024. This has enabled us to grow our year-round group business and has already contributed positively to an improved gross margin for the Group.
In September 2025 we were delighted to be voted the Study Travel Star Chain School of the Year at this year’s Study Travel Star Awards. This award is the highest industry recognition, voted for by education agents from around the world, and marks a significant milestone for the Bayswater Group.

This report was approved by the board on 25 September 2025 and signed on its behalf.

J A Herbertson

Director

Page 3

BAYSWATER EDUCATION LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

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

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The loss for the year, after taxation, amounted to £1,121,794 (2023 - loss £2,943,854).

The directors do not recommend a final dividend.

Directors

The directors who served during the year were:

N J Bray

F S Brownlee

J A Herbertson

S Menden

S M Roussounis

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

BAYSWATER EDUCATION LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

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

Auditors

Barnes Roffe LLP were appointed as auditor after the year end. Subsequently, Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 25 September 2025 and signed on its behalf.

J A Herbertson

Director

Page 5

BAYSWATER EDUCATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYSWATER EDUCATION LIMITED

Opinion

We have audited the financial statements of Bayswater Education Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 of 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 6

BAYSWATER EDUCATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYSWATER EDUCATION LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

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

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

∙adequate accounting records have not been kept by the 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.

Page 7

BAYSWATER EDUCATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYSWATER EDUCATION LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 8

BAYSWATER EDUCATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYSWATER EDUCATION LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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:

In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:

∙Obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Group operates in and how the Group is complying with the legal and regulatory frameworks;

∙Enquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

∙Discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

All relevant laws and regulations identified and areas susceptible to fraud that could have a material effect on the financial statements were communicated to component auditors. Any instances of non-compliance with laws and regulations identified and communicated by component auditors were considered in our audit approach.
The most significant laws and regulations were determined as follows:

∙UK GAAP FRS 102 and Companies Act; and

∙Tax compliance regulations.

Additional audit procedures performed by the audit engagement team included:

∙Review of the financial statement disclosures and testing to supporting documentation;

∙Completion of disclosure checklists to identify areas of non-compliance.

The areas that we identified as being susceptible to material misstatement due to fraud were:

∙Revenue Recognition (including cut-off);

∙Management Override; and

∙Going concern.

Audit procedures in response to the identified areas above:

∙Obtaining an understanding of the processes and controls around revenue recognition;

∙Substantively testing revenue via various testing including transactional, cut off and sequencing;

∙Reviewed and substantively testing the controls around wages and bank;

∙Evaluation of the appropriateness of the accounting policies;

∙Testing the appropriateness of journal entries and other adjustments;

∙Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;

∙Inspection of all recent reports and certification from the relevant bodies; and

∙Detailed review of post balance sheet trading and forecasts including variance analysis and enquiry with

Page 9

BAYSWATER EDUCATION LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BAYSWATER EDUCATION LIMITED (CONTINUED)

management.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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

Other matters

In the previous accounting period the directors of the Company took advantage of audit exemption under s477 of the Companies Act. Therefore the prior period financial statements were not subject to audit.

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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Moon (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

26 September 2025

Page 10

BAYSWATER EDUCATION LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	18,338,439	13,352,021
Cost of sales		(10,848,834)	(7,881,129)
Gross profit		7,489,605	5,470,892
Administrative expenses		(8,432,629)	(8,358,983)
Operating loss	5	(943,024)	(2,888,091)
Interest payable and similar expenses	9	(143,988)	(55,763)
Loss before taxation		(1,087,012)	(2,943,854)
Tax on loss	10	(34,782)	-
Loss for the financial year		(1,121,794)	(2,943,854)


Currency translation differences	98,830	27,058
Other comprehensive income for the year	98,830	27,058
Total comprehensive income for the year	(1,022,964)	(2,916,796)

(Loss) for the year attributable to:
Owners of the parent Company		(1,121,794)	(2,943,854)

Total comprehensive income for the year attributable to:
Owners of the parent Company		(1,022,964)	(2,916,796)

The notes on pages 19 to 39 form part of these financial statements.

Page 11

BAYSWATER EDUCATION LIMITED

REGISTERED NUMBER: 11089784

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	11		879,980		937,681
Tangible assets	12		746,185		744,178
			1,626,165		1,681,859
Current assets
Debtors: amounts falling due within one year	14	1,898,706		1,899,042
Cash at bank and in hand	15	437,146		557,089
		2,335,852		2,456,131
Creditors: amounts falling due within one year	16	(7,286,918)		(6,835,744)
Net current liabilities			(4,951,066)		(4,379,613)
Total assets less current liabilities			(3,324,901)		(2,697,754)
Creditors: amounts falling due after more than one year	17		(2,340,131)		(1,944,314)
Provisions for liabilities
Net liabilities			(5,665,032)		(4,642,068)

Capital and reserves
Called up share capital	21	33,122	33,122
Share premium account	22	1,924,650	1,924,650
Profit and loss account	22	(7,622,804)	(6,599,840)
Equity attributable to owners of the parent Company		(5,665,032)	(4,642,068)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.

J A Herbertson

Director

The notes on pages 19 to 39 form part of these financial statements.

Page 12

BAYSWATER EDUCATION LIMITED

REGISTERED NUMBER: 11089784

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	12		28,449		-
Investments	13		884,686		884,686
Current assets
Debtors: amounts falling due within one year	14	3,457,599		2,435,250
Cash at bank and in hand	15	1		250,001
		3,457,600		2,685,251
Creditors: amounts falling due within one year	16	(588,139)		(196,704)
Net current assets			2,869,461		2,488,547
Total assets less current liabilities			3,782,596		3,373,233

Creditors: amounts falling due after more than one year	17		(2,177,564)		(1,640,380)

Net assets			1,605,032		1,732,853

Capital and reserves
Called up share capital	21		33,122		33,122
Share premium account	22		1,924,650		1,924,650
Profit and loss account brought forward		(224,919)		(180,357)
Loss for the year		(127,821)		(44,562)
Profit and loss account carried forward			(352,740)		(224,919)
			1,605,032		1,732,853

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.

J A Herbertson

Director

The notes on pages 19 to 39 form part of these financial statements.

Page 13

BAYSWATER EDUCATION LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	33,122	1,924,650	(3,683,044)	(1,725,272)
Comprehensive income for the year
Loss for the year	-	-	(2,943,854)	(2,943,854)
Currency translation differences	-	-	27,058	27,058
Total comprehensive income for the year	-	-	(2,916,796)	(2,916,796)

At 1 January 2024	33,122	1,924,650	(6,599,840)	(4,642,068)
Comprehensive income for the year
Loss for the year	-	-	(1,121,794)	(1,121,794)
Currency translation differences	-	-	98,830	98,830
Total comprehensive income for the year	-	-	(1,022,964)	(1,022,964)
At 31 December 2024	33,122	1,924,650	(7,622,804)	(5,665,032)

The notes on pages 19 to 39 form part of these financial statements.

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BAYSWATER EDUCATION LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	33,122	1,924,650	(180,357)	1,777,415
Comprehensive income for the year
Loss for the year	-	-	(44,562)	(44,562)

At 1 January 2024	33,122	1,924,650	(224,919)	1,732,853
Comprehensive income for the year
Loss for the year	-	-	(127,821)	(127,821)
At 31 December 2024	33,122	1,924,650	(352,740)	1,605,032

The notes on pages 19 to 39 form part of these financial statements.

Page 15

BAYSWATER EDUCATION LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(1,121,794)	(2,943,854)
Adjustments for:
Amortisation of intangible assets	157,055	156,228
Depreciation of tangible assets	88,424	104,879
Interest paid	29,499	14,071
Taxation charge	34,782	-
Decrease/(increase) in debtors	113,027	(251,966)
Increase in creditors	232,569	2,157,859
Foreign exchange differences	99,937	25,768
Net cash generated from operating activities	(366,501)	(737,015)

Cash flows from investing activities
Purchase of intangible fixed assets	(99,354)	-
Purchase of tangible fixed assets	(84,807)	(181,457)
Purchase of fixed asset investments	55,616	-
HP interest paid	(1,205)	-
Shareholder loans received	400,000	1,089,517
Net cash from investing activities	270,250	908,060
Cash flows from financing activities
Repayment of loans	(23,178)	(25,018)
Repayment of finance leases	(8,783)	(5,490)
Interest paid	(28,294)	(14,071)
New finance leases	41,306	39,558
Net cash used in financing activities	(18,949)	(5,021)
Net (decrease)/increase in cash and cash equivalents	(115,200)	166,024
Cash and cash equivalents at beginning of year	552,346	386,322
Cash and cash equivalents at the end of year	437,146	552,346

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	437,146	557,089
Bank overdrafts	-	(4,743)
	437,146	552,346

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BAYSWATER EDUCATION LIMITED

The notes on pages 19 to 39 form part of these financial statements.

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BAYSWATER EDUCATION LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	Acquisition and disposal of subsidiaries	New finance leases	At 31 December 2024
£	£	£	£	£

Cash at bank and in hand	557,089	(15,414)	(104,529)	-	437,146
Bank overdrafts	(4,743)	4,743	-	-	-
Debt due after 1 year	(30,630)	2,622	-	-	(28,008)
Debt due within 1 year	(58,889)	20,556	-	-	(38,333)
Finance leases	(34,068)	8,783	-	(41,306)	(66,591)
	428,759	21,290	(104,529)	(41,306)	304,214

The notes on pages 19 to 39 form part of these financial statements.

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BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Bayswater Education Limited is a private company, limited by shares, registered in England and Wales. The Company's registered office is 167-171 Queensway, London, United Kingdom, W2 4SB.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

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

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BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 20

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

Pensions

Defined contribution pension plan

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

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

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

2.9

Intangible assets

Goodwill

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

Other intangible assets

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

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

Page 21

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Long-term leasehold property	-	Over the term of the lease
Fixtures and fittings	-	20% Straight line
Office equipment	-	33% Straight Line

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

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

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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

Page 22

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is

Page 23

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Financial instruments (continued)

due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgements in applying accounting policies
Payments received in advance
It is company policy to request payment in advance of the invoice being raised. The advance payments are recognised alongside accruals and deferred income in the financial statements.
b) Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
No critical accounting estimates or assumptions have been made by management in preparing these financial statements.

	Course teaching and accommodation	18,338,439	13,352,021

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	13,485,397	8,587,184
Rest of Europe	1,142,534	1,387,697
Rest of the world	3,710,508	3,377,140
	18,338,439	13,352,021

Page 24

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange differences	(19,286)	-
Amortisation of intangible assets	157,055	156,228
Depreciation of tangible fixed assets	88,424	104,879

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

30,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	6,174,189	5,221,354
Social security costs	661,516	563,162
Cost of defined contribution scheme	69,905	59,865
	6,905,610	5,844,381

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Directors	5	5	5	5
Teachers	133	118	-	-
Admin	169	129	-	-

	307	252	5	5

Page 25

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	236,961	260,557
Group contributions to defined contribution pension schemes	2,862	2,850
	239,823	263,407

	During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £114,515 (2023 - £127,381).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).

9.	Interest payable and similar expenses
		2024	2023
		£	£

Shareholder loan interest payable	114,489	41,692
Other loan interest payable	28,294	14,071
Finance leases and hire purchase contracts	1,205	-
	143,988	55,763

Corporation tax
Current tax on profits for the year	34,782	-

Total current tax	34,782	-

Page 26

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Loss on ordinary activities before tax

(1,087,012)

(2,943,854)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(271,753)	(735,964)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	39,264	37,811
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	6,335
Capital allowances for year in excess of depreciation	5,369	(4,967)
Utilisation of tax losses	(26,051)	-
Unrelieved tax losses carried forward	221,517	399,750
Unrelieved loss on foreign subsidiaries	176,088	297,035
Group relief	(109,652)	-
Total tax charge for the year	34,782	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	1,562,275
	Additions	99,354
	At 31 December 2024	1,661,629
	Amortisation
	At 1 January 2024	624,594
	Charge for the year on owned assets	157,055
	At 31 December 2024	781,649
	Net book value
	At 31 December 2024	879,980
	At 31 December 2023	937,681

Page 28

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	919,220	119,573	64,346	1,103,139
Additions	916	3,074	80,817	84,807
Acquisition of subsidiary	-	-	6,731	6,731
Exchange adjustments	(352)	(145)	349	(148)
At 31 December 2024	919,784	122,502	152,243	1,194,529
Depreciation
At 1 January 2024	232,483	91,002	35,476	358,961
Charge for the year on owned assets	64,401	8,670	15,353	88,424
Exchange adjustments	(273)	(101)	1,333	959
At 31 December 2024	296,611	99,571	52,162	448,344
Net book value
At 31 December 2024	623,173	22,931	100,081	746,185
At 31 December 2023	686,737	28,571	28,870	744,178

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Long leasehold	623,173	686,737

Page 29

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


	Furniture, fittings and equipment	66,855	31,646

Page 30

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

	Company

		Office equipment
		£
	Cost or valuation
	Additions	30,481
	At 31 December 2024	30,481
	Depreciation
	Charge for the year on owned assets	2,032
	At 31 December 2024	2,032
	Net book value
	At 31 December 2024	28,449
	At 31 December 2023	-

The net book value of land and buildings may be further analysed as follows:

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	884,686
	At 31 December 2024	884,686

Page 31

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Ensino Limited	167-171 Queensway, London, United Kingdom, W2 4SB	Ordinary	100%
Language Study Centres Limited	167-171 Queensway, London, United Kingdom, W2 4SB	Ordinary	100%
Eurocentres Global Language Learning Limited	Eurocentres, 167-171 Queensway, London, England, W2 4SB	Ordinary	100%
Bayswater Education (Cyprus) Limited	Apartment 201, Stygos 29, Agia Fyla, Limassol, 3117, Cyprus	Ordinary	100%
Euro Education Services (Pty) Limited	Leadership House, Shortmarket Street, Cape Town, South Africa	Ordinary	100%
Eurocentres Apprentissage de Langues en France SAS	13 Passage Dauphine, 75006 PARIS, France	Ordinary	100%
Bayswater Education Canada, Inc	1200 Waterfront Centre, Burrard Street, Vancouver, BC, V6C 3L6, Canada	Ordinary	100%

Page 32

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Bayswater College Limited	167 Queensway, London, England, W2 4SB	Ordinary	100%
Bayswater College Liverpool Limited	167 Queensway, London, United Kingdom, W2 4SB	Ordinary	100%
Bayswater Brighton Limited	167 Queensway, London, England, W2 4SB	Ordinary	100%
Bayswater Bournemouth Limited	167 Queensway, London, England, W2 4SB	Ordinary	100%
Leeds English Language School Limited	167-171 Queensway, London, England, W2 4SB	Ordinary	100%
ELS Educational Services Canada, Inc.	9th Floor, 549 Howe Street, Vancouver, British Columbia, V6C 2C2, Canada	Ordinary	100%
744648 Alberta Limited	#100, 840 6th Avenue SW, Calgary, AB, T2P 3E5, Canada	Ordinary	100%
976821 Ontario Inc.	5 Park Home Avenue, Toronto, ON, M2N 6L4, Canada	Ordinary	100%

Ensino Limited (registered number 09801228) and Leeds English Language School Limited (registered number 04286813) are exempt from audit for the year ended 31 December 2024 under section 479A of the Companies Act 2006 relating to subsidiary companies.

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	767,876	934,395	-	-
Amounts owed by group undertakings	-	-	3,417,346	2,435,130
Other debtors	336,203	158,442	40,253	120
Prepayments and accrued income	794,627	806,205	-	-
	1,898,706	1,899,042	3,457,599	2,435,250

Page 33

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	437,146	557,089	1	250,001
Less: bank overdrafts	-	(4,743)	-	-
	437,146	552,346	1	250,001

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	-	4,743	-	-
Bank loans	25,556	58,889	-	-
Trade creditors	1,873,804	1,750,892	4,864	455
Amounts owed to group undertakings	-	-	575,899	173,810
Corporation tax	34,782	-	-	-
Other taxation and social security	386,267	400,942	-	-
Obligations under finance lease and hire purchase contracts	24,657	6,919	6,096	-
Other creditors	383,178	656,234	-	-
Accruals and deferred income	4,558,674	3,957,125	1,280	22,439
	7,286,918	6,835,744	588,139	196,704

Page 34

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	40,785	30,630	-	-
Net obligations under finance leases and hire purchase contracts	41,934	27,149	22,697	-
Other creditors	2,257,412	1,886,535	2,154,867	1,640,380
	2,340,131	1,944,314	2,177,564	1,640,380

The following liabilities were secured:
	Group	Group
	2024	2023
	£	£


Bank loans	66,341	89,519
Finance leases	66,591	34,068
	132,932	123,587

Details of security provided:

Bank loans are secured over the assets of the Group.
Finance leases are secured against the assets to which they relate.

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	25,556	58,889
Amounts falling due 1-2 years
Bank loans	18,889	5,556
Amounts falling due 2-5 years
Bank loans	21,896	25,074

	66,341	89,519

Page 35

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2024	2023
		£	£

Within one year	24,657	6,919
Between 1-5 years	41,934	12,798
	66,591	19,717

20.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	1,104,079	992,837	3,457,599	2,435,250

Financial liabilities
Financial liabilities measured at amortised cost	9,139,409	8,354,656	591,544	196,704
Financial liabilities that are debt instruments measured at amortised cost	66,591	19,717	28,793	-
	9,206,000	8,374,373	620,337	196,704

Page 36

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

8,630 (2023 - 8,630) Ordinary A shares of £1.00 each	8,630	8,630
8,612 (2023 - 8,612) Ordinary B shares of £1.00 each	8,612	8,612
12,680 (2023 - 12,680) Ordinary C shares of £1.00 each	12,680	12,680
3,200 (2023 - 3,200) Ordinary E shares of £1.00 each	3,200	3,200

	33,122	33,122

22.

Reserves

Share premium account

The share premium account consists of the excess money received for shares issued above the par value.

Profit and loss account

The profit and loss account represents cumulative distributable profits and loss net of dividends and other adjustments.

Page 37

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Business combinations

On 29th November 2024 the company acquired the entire share capital of Leeds English Language School Limited for consideration as detailed below.

	Acquisition of Leeds English Language School Limited
	Recognised amounts of identifiable assets acquired and liabilities assumed
					Fair value
					£

	Fixed Assets
	Tangible	6,731
		6,731
	Current Assets
	Debtors	112,692
	Cash at bank and in hand	160,145
	Total Assets	279,568
	Creditors
	Due within one year	(173,443)
	Deferred taxation	(949)
	Total Identifiable net assets	105,176


	Goodwill	99,353
	Total purchase consideration	204,529

	Consideration
					£


	Cash	104,529
	Deferred consideration	100,000
	Total purchase consideration	204,529

Page 38

BAYSWATER EDUCATION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.Business combinations (continued)

	Cash outflow on acquisition
					£


	Purchase consideration settled in cash, as above	104,529
		104,529
	Less: Cash and cash equivalents acquired	(160,145)
	Net cash outflow on acquisition	(55,616)

24.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £69,906 (2023 - £59,865). Contributions totalling £11,960 (2023 - £40) were payable to the fund at the balance sheet date and are included in creditors.

25.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	630,012	624,339
Later than 1 year and not later than 5 years	2,068,269	2,081,612
Later than 5 years	1,316,810	2,046,280
	4,015,091	4,752,231

26.	Related party transactions
	Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS102 paragraph 33.1A. The group published consolidated accounts. Included within the financial statements are loans from shareholders of £2,114,867 (2023 - £1,640,380), interest has been charged on these loans of £114,489 (2023 - £41,692).

Page 39