ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 00596651

ST GILES SCHOOLS OF LANGUAGES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ST GILES SCHOOLS OF LANGUAGES LIMITED

COMPANY INFORMATION

Directors	M A Lindsay
	H M Lindsay-Cornish


Company secretary	M A Lindsey


Registered number	00596651


Registered office	154 Southampton Row
	London
	England
	WC1B 5JX


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

ST GILES SCHOOLS OF LANGUAGES LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditor's report	6 - 10
Consolidated statement of comprehensive income	11 - 12
Consolidated balance sheet	13
Company balance sheet	14 - 15
Consolidated statement of changes in equity	16
Company statement of changes in equity	17
Consolidated statement of cash flows	18 - 19
Consolidated analysis of net debt	20
Notes to the financial statements	21 - 40

ST GILES SCHOOLS OF LANGUAGES LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present the Strategic report and financial statements for the year ended 31 December 2024.
The Group's principal activity continued to be that of language services.

Business review

The 2024 accounts consolidated statement shows a growth in total turnover from £17.064m to £17.516m, which is a modest improvement. Gross profit declined slightly by less than 1%, although there was a disappointing drop in operating profit of approximately 41%. This was largely due to some drop in student numbers (-4%) and a fall in average course length. There was also a significant rise in Head Office expenditure due to increasing Sales & Marketing costs. We also increased the number of Bookings and Accounts personnel. The drop in average course length is unlikely to be matched by a reduction in administration costs which do not tend to correlate with the course length but rather the number of bookings. Lighting and heating costs also rose very significantly due to the end of long-term fixed-priced contracts. The cost of building repairs also increased substantially between 2023 and 2024.
The Board made the difficult decision to sell its Vancouver school due to the very difficult trading conditions in Canada, much of which was related to visa restrictions announced by the Canadian government. .
Technology and innovation
In early 2024, the company gave a major facelift to its main website and introduced an AI Chatbot Assistant for web enquiries, which enhanced our enquiries services
Our people
In order to raise quality in our Junior courses, a larger management team was hired, which impacted on profit margins for these courses. As a result, course satisfaction improved very significantly in our Juniors division, which should enable us to retain customer loyalty going forward. The Family course division continued to perform well. General pay increases were relatively modest and aimed at keeping pace with inflation.

Page 1

ST GILES SCHOOLS OF LANGUAGES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Strategic objectives

St Giles Schools of languages Limited is managed in a prudent and sustainable manner minimising financial risk whilst providing a high level of funding for investment back into the business. The dividends paid to shareholders have always been determined after careful consideration of the future financial investment needs of the group and cash flow demands and the policy of the directors has been traditionally to fund new investment from retained earnings. The principal risks and uncertainties facing the group are described below. Unfortunately, the company is forecasting that it will experience a downturn during the next year or so due to a decline in demand resulting from geopolitical uncertainty and the risks to international trade from the threat of higher tariffs applied to our major national markets.
Financial risk management objectives and policies
There are a number of potential risks and uncertainties which could impact the Group's performance, and these are considered by the Board on a regular basis. The Group board and regional management teams consider the risks of all significant business decisions and changes in the external environment and in the Group's operations. The key risks affecting the business are as follows:
Operating risk
The Group's reputation and continued success depends on its ability to provide services which are valued by its clients. The Group regularly reviews the quality of its services both internally and through formalised client feedback and evaluation.
Market risk
The Group operates in a specialised market and seeks to maintain a competitive advantage by its longstanding reputation as a family run business with a competive and affordable set of course fees and wide choice of accommodation. The Group keeps abreast of developments in the market through maintaining strong relationships with its clients and through networking events and opportunities.
Personnel risk
The Group is a privately owned business and places great emphasis on recruiting and training high quality staff. The directors consider staff resourcing and succession planning issues on a regular basis.
Financial risk
The group is principally funded from retained profits and is reliant on converting these profits into cash. Financial monitoring, forecasting and planning are continuous process and an emphasis is placed on balancing maintenance of growth and profit margins against rewarding our staff and management and investment in resources to maintain delivery of a high quality of service to its customers. However during the pandemic the board had to secure a government backed CBILS (‘Covid’) loan in 2022 to maintain its cash flow. After the pandemic the board renegotiated with its bankers to convert the loan into a 10 year commercial loan to reduce cash flow pressures on loan repayments. Since that time the company has been able to repay most of that loan so that it is now well ahead of schedule and plans to fully repay during the next 2 years.
The company has fully reviewed its credit control policies, anti-fraud and money laundering to reduce the company's financial risk exposure going forward.

Page 2

ST GILES SCHOOLS OF LANGUAGES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Current trading and outlook
As we approach the end of 2024, our forecasted student numbers for adult courses indicated much tougher trading conditions for 2025, with numbers down around 20% or more. For Junior courses, numbers looked more stable, but higher administrative costs at our main administration such as the increase in Employer’s National Insurance and higher energy costs had increased the volumes required to produce similar profit margins. Profits were also under pressure due to heavy discounting amongst competitors and lower net prices for overseas partners. Therefore, the senior management has been focusing on ways to reduce administrative costs to enable us to run profitably on lower volumes. We have had some success with this policy, but the company needs to go further in this direction and harbour AI opportunities. The company has benefitted from higher net fees resulting from shorter courses. Furthermore, there is a greater sense of optimism from a restructuring of our Sales department and some expected stabilisation in the market as the effects of higher tariffs on US trading countries are probably seen as a lesser threat than was first feared.

This report was approved by the board on 29 September 2025 and signed on its behalf.

M A Lindsay

Director

Page 3

ST GILES SCHOOLS OF LANGUAGES 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 judgments 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 profit for the year, after taxation, amounted to £559,922 (2023 - £1,011,373).

The directors do not recommend a final dividend (2023 - £Nil).

Directors

The directors who served during the year were:

M A Lindsay

H M Lindsay-Cornish

Future developments

Please see the strategic report for more information.

Engagement with employees

The Group has an ongoing policy of providing feedback to employees, not only on their individual performance, but on the performance of the business. To this end, an annual conference is held with key employees attending.

Page 4

ST GILES SCHOOLS OF LANGUAGES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disabled employees

The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person.
Where existing employees become disabled, it is the Group's policy, wherever practicable, to provide continuing employment under normal terms and conditions. The Group would also aim to provide training and career development and promotion to disabled employees wherever appropriate.
Directors' Indemnities
Directors' and Officers' indemnity insurance was in place throughout the year and at the date of approval of these financial statements.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Auditor

After the year end 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 29 September 2025 and signed on its behalf.

M A Lindsay

Director

Page 5

ST GILES SCHOOLS OF LANGUAGES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST GILES SCHOOLS OF LANGUAGES LIMITED

Opinion

We have audited the financial statements of St Giles Schools of Languages 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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

ST GILES SCHOOLS OF LANGUAGES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST GILES SCHOOLS OF LANGUAGES LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

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

ST GILES SCHOOLS OF LANGUAGES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST GILES SCHOOLS OF LANGUAGES 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

ST GILES SCHOOLS OF LANGUAGES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST GILES SCHOOLS OF LANGUAGES LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 and parent company operates in and how the group and parent company are 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 at a Group level and areas susceptible to fraud that could have a material effect on the financial statements were communicated. Any instances of non-compliance with laws and regulations identified 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;

∙Management Override;

∙Controls over areas such as wages and bank accounts;

∙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;

Page 9

ST GILES SCHOOLS OF LANGUAGES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ST GILES SCHOOLS OF LANGUAGES LIMITED (CONTINUED)

∙Inspection of all recent reports and certification from the relevant bodies and general inspection around the factory; and

∙Detailed review of post balance sheet trading and forecasts including variance analysis and enquiry with 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 Auditor's report.

Use of our report

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

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

Date: 29 September 2025

Page 10

ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Continuing operations	Discontin'd operations	Total	Continuing operations	Discontinued operations	Total
	2024	2024	2024	2023	2023	2023
Note	£	£	£	£	£	£


Turnover	4	17,043,987	472,877	17,516,864	16,145,997	918,866	17,064,863
Cost of sales		(9,916,580)	(180,040)	(10,096,620)	(9,230,947)	(365,852)	(9,596,799)
Gross profit		7,127,407	292,837	7,420,244	6,915,050	553,014	7,468,064
Administrative expenses		(6,330,215)	(389,266)	(6,719,481)	(5,619,972)	(676,350)	(6,296,322)
Other operating income	5	90,620	-	90,620	168,799	-	168,799
Operating profit/(loss)	6	887,812	(96,429)	791,383	1,463,877	(123,336)	1,340,541
Profit on disposal of investments		79,646	-	79,646	-	-	-
Interest receivable and similar income	10	20,347	-	20,347	26,604	-	26,604
Interest payable and similar expenses	11	(90,738)	-	(90,738)	(114,164)	-	(114,164)
Profit/(loss) before taxation		897,067	(96,429)	800,638	1,376,317	(123,336)	1,252,981
Tax on profit	12	(240,716)	-	(240,716)	(241,608)	-	(241,608)
Profit/(loss) for the financial year		656,351	(96,429)	559,922	1,134,709	(123,336)	1,011,373


Currency translation differences	110,998	(29,777)
Other comprehensive income for the year	110,998	(29,777)
Total comprehensive income for the year	670,920	981,596

Profit for the year attributable to:
Owners of the parent Company		559,922	-	559,922	1,011,373	-	1,011,373

Page 11

ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Page 12

ST GILES SCHOOLS OF LANGUAGES LIMITED

REGISTERED NUMBER: 00596651

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		199,154		278,814
Tangible assets	16		8,017,196		8,271,732
			8,216,350		8,550,546
Current assets
Stocks	18	78,463		74,926
Debtors: amounts falling due within one year	19	1,264,780		1,181,873
Cash at bank and in hand	20	1,358,962		2,272,391
		2,702,205		3,529,190
Creditors: amounts falling due within one year	21	(2,966,080)		(4,297,318)
Net current liabilities			(263,875)		(768,128)
Total assets less current liabilities			7,952,475		7,782,418
Creditors: amounts falling due after more than one year	22		(734,022)		(1,079,531)
Provisions for liabilities
Deferred taxation	25	(5,069)		(10,423)
			(5,069)		(10,423)
Net assets			7,213,384		6,692,464

Capital and reserves
Called up share capital	26	3,000	3,000
Profit and loss account		7,210,384	6,689,464
Equity attributable to owners of the parent Company		7,213,384	6,692,464

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

M A Lindsay

Director

The notes on pages 21 to 40 form part of these financial statements.

Page 13

ST GILES SCHOOLS OF LANGUAGES LIMITED

REGISTERED NUMBER: 00596651

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	16		7,993,575		8,203,237
Investments	17		640,625		650,658
			8,634,200		8,853,895
Current assets
Stocks	18	70,720		68,989
Debtors: amounts falling due within one year	19	1,674,958		1,627,374
Cash at bank and in hand	20	1,324,705		2,015,317
		3,070,383		3,711,680
Creditors: amounts falling due within one year	21	(2,852,300)		(3,915,681)
Net current assets/(liabilities)			218,083		(204,001)
Total assets less current liabilities			8,852,283		8,649,894

Creditors: amounts falling due after more than one year	22		(734,022)		(1,079,531)
Provisions for liabilities
Deferred taxation	25	(2,912)		(6,517)
Net assets			8,115,349		7,563,846

Capital and reserves
Called up share capital	26		3,000		3,000
Profit and loss account brought forward		7,560,846		7,328,394
Profit for the year		701,503		632,452
Other changes in the profit and loss account		(150,000)		(400,000)
Profit and loss account carried forward			8,112,349		7,560,846
			8,115,349		7,563,846

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ST GILES SCHOOLS OF LANGUAGES LIMITED

REGISTERED NUMBER: 00596651

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

M A Lindsay

Director

The notes on pages 21 to 40 form part of these financial statements.

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ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2023	3,000	6,107,868	6,110,868	6,110,868
Comprehensive income for the year
Profit for the year	-	1,011,373	1,011,373	1,011,373
Currency translation differences	-	(29,777)	(29,777)	(29,777)
Contributions by and distributions to owners
Dividends: Equity capital	-	(400,000)	(400,000)	(400,000)

At 1 January 2024	3,000	6,689,464	6,692,464	6,692,464
Comprehensive income for the year
Profit for the year	-	559,922	559,922	559,922
Currency translation differences	-	110,998	110,998	110,998
Contributions by and distributions to owners
Dividends: Equity capital	-	(150,000)	(150,000)	(150,000)
At 31 December 2024	3,000	7,210,384	7,213,384	7,213,384

The notes on pages 21 to 40 form part of these financial statements.

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ST GILES SCHOOLS OF LANGUAGES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	3,000	7,328,394	7,331,394
Comprehensive income for the year
Profit for the year	-	632,452	632,452
Contributions by and distributions to owners
Dividends: Equity capital	-	(400,000)	(400,000)

At 1 January 2024	3,000	7,560,846	7,563,846
Comprehensive income for the year
Profit for the year	-	701,503	701,503
Contributions by and distributions to owners
Dividends: Equity capital	-	(150,000)	(150,000)
At 31 December 2024	3,000	8,112,349	8,115,349

The notes on pages 21 to 40 form part of these financial statements.

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ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	559,922	1,011,373
Adjustments for:
Amortisation of intangible assets	79,660	79,660
Depreciation of tangible assets	361,895	323,364
Loss on disposal of tangible assets	-	(1,000)
Interest paid	90,738	114,164
Interest received	(20,347)	(26,604)
Taxation charge	240,716	241,608
(Increase)/decrease in stocks	(3,537)	21,929
(Increase) in debtors	(82,907)	(483,714)
(Decrease)/increase in creditors	(1,119,244)	650,544
Corporation tax (paid)	(351,495)	(9,063)
Profit on disposal of investments	79,646	-
Net cash generated from operating activities	(164,953)	1,922,261

Cash flows from investing activities
Purchase of tangible fixed assets	(142,344)	(1,089,807)
Sale of tangible fixed assets	-	1,000
Interest received	20,347	26,604
Net proceeds on sale of investments	(40,232)	-
Net cash from investing activities	(162,229)	(1,062,203)

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ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Cash flows from financing activities
Repayment of loans	(345,509)	(689,703)
Dividends paid	(150,000)	(400,000)
Interest paid	(90,738)	(114,164)
Net cash used in financing activities	(586,247)	(1,203,867)
Net (decrease) in cash and cash equivalents	(913,429)	(343,809)
Cash and cash equivalents at beginning of year	2,272,391	2,616,200
Cash and cash equivalents at the end of year	1,358,962	2,272,391

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,358,962	2,272,391

The notes on pages 21 to 40 form part of these financial statements.

Page 19

ST GILES SCHOOLS OF LANGUAGES LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


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

Cash at bank and in hand	2,272,391	(873,197)	(40,232)	1,358,962
Debt due after 1 year	(1,079,531)	345,509	-	(734,022)
Debt due within 1 year	(200,000)	-	-	(200,000)
	992,860	(527,688)	(40,232)	424,940

The notes on pages 21 to 40 form part of these financial statements.

Page 20

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

St Giles Schools of Languages Limited (the "Company"), registered number 00596651, is a private company limited by shares, incorporated in England and Wales. The business address is 154 Southampton Row, London, WC1B 5JX.
The Group's principal activity continued to be that of language services.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

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

2.3

Going concern

The directors pay careful attention to the cost base of the Company ensuring not only that it is kept at a level to satisfy the commercial requirements but also that it remains appropriate to the level of activity of the Company and the financial resources available to it.

Page 21

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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.

Page 22

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

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.

Tuition fees are recognised when the study course occurs. Revenue on courses that span the year end are recognised on when exact dates of the courses occur.
Accommodation fees are recognised upon the dates of the tenancy. Tenancy dates that span the year end are recognised on when exact dates of the courses occur.
Other revenue is recognised upon the date on which the service occurs.

2.6

Operating leases: the Group as lessee

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

2.7

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.8

Interest income

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

2.9

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.

2.10

Borrowing costs

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

Page 23

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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.

2.12

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.13

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 considered to have a finite useful life however as a reliable estimate of the useful life cannot be made, the useful life is defaulted to ten years.

Page 24

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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:

Freehold property	-	over 50 years
Long-term leasehold property	-	over the period of the lease
Plant and machinery	-	over 4 years on cost
Motor vehicles	-	over 4 years on cost
Fixtures and fittings	-	over 4 years on cost

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.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

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

2.17

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.

2.18

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.

Page 25

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

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.

2.20

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.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 26

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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 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.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments 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.
Critical judgements in applying accounting policies
Fixed assets
The directors are of the opinion that the market value of properties as 31 December 2024 would significantly exceed the net book values included in the financial statements, but they are unable to quantify this excess in the absence of a professional valuation, the costs of which are not considered justifiable in the view of the Group's intention to retain ownership of its existing properties for use in its business for the foreseeable future

Page 27

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Turnover

The whole of the turnover is attributable to language services.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	17,043,987	16,145,997
Rest of the world	472,877	918,866
	17,516,864	17,064,863

5.	Other operating income
		2024	2023
		£	£

Net rents receivable	90,620	148,799
Government grants receivable	-	20,000
	90,620	168,799

Depreciation of tangible fixed assets	361,895	323,401
Amortisable of intangible assets, including goodwill	79,660	79,660
Exchange differences	(2,907)	1,560
Other operating lease rentals	127,500	141,915

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

20,000

Page 28

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

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


Wages and salaries	5,412,019	5,238,907	5,280,891	4,993,956
Social security costs	424,513	499,530	421,701	494,485
Cost of defined contribution scheme	149,902	141,915	149,902	141,915
	5,986,434	5,880,352	5,852,494	5,630,356

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.

Teachers and management staff	230	232	224	220

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	308,989	468,896
Group contributions to defined contribution pension schemes	4,481	5,710
	313,470	474,606

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £200,066 (2023 - £324,720).

10.	Interest receivable and similar income
		2024	2023
		£	£

Other interest receivable

20,347

26,604

Page 29

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Interest payable and similar charges
		2024	2023
		£	£

Bank interest payable

90,738

114,164

Corporation tax
Current tax on profits for the year	263,640	222,567
Adjustments in respect of previous periods	(17,570)	-

Total current tax	246,070	222,567

Deferred tax
Origination and reversal of timing differences	(5,354)	24,942
Adjustments in respect of previous periods	-	(7,470)
Effects of changes in tax rates	-	1,569
Total deferred tax	(5,354)	19,041


	Tax on profit	240,716	241,608

Page 30

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

800,638

1,252,981

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	200,160	294,701
Effects of:
Non-tax deductible amortisation of goodwill and impairment	19,915	18,736
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	14,104	(94,237)
Capital allowances for year in excess of depreciation	-	1,568
Adjustments to tax charge in respect of prior periods	(17,570)	(7,470)
Non-taxable income	-	(470)
Tax on foreign subsidiaries	24,107	29,009
Group relief	-	(229)
Total tax charge for the year	240,716	241,608

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2024	2023
		£	£

Dividends paid

150,000

400,000

14.	Parent company profit for the year

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 profit after tax of the parent Company for the year was £701,503 (2023 - £632,452).

Page 31

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2024	796,604
	At 31 December 2024	796,604
	Amortisation
	At 1 January 2024	517,790
	Charge for the year on owned assets	79,660
	At 31 December 2024	597,450
	Net book value
	At 31 December 2024	199,154
	At 31 December 2023	278,814

Page 32

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	10,380,664	409,030	1,092,436	3,427,283	15,309,413
Additions	30,029	-	58,562	53,753	142,344
Disposals	-	(333,983)	(43,511)	-	(377,494)
Exchange adjustments	-	(26,872)	(5,201)	(47,789)	(79,862)
At 31 December 2024	10,410,693	48,175	1,102,286	3,433,247	14,994,401
Depreciation
At 1 January 2024	2,404,468	391,917	1,024,316	3,216,980	7,037,681
Charge for the year on owned assets	239,872	-	30,219	91,804	361,895
Disposals	-	(318,054)	(39,687)	(29,285)	(387,026)
Exchange adjustments	-	(25,688)	(4,917)	(4,740)	(35,345)
At 31 December 2024	2,644,340	48,175	1,009,931	3,274,759	6,977,205
Net book value
At 31 December 2024	7,766,353	-	92,355	158,488	8,017,196
At 31 December 2023	7,976,196	17,113	68,120	210,303	8,271,732

Page 33

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.Tangible fixed assets (continued)

	Company

	Freehold property	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	10,380,664	48,175	1,043,724	3,202,412	14,674,975
Additions	30,029	-	58,562	53,753	142,344
At 31 December 2024	10,410,693	48,175	1,102,286	3,256,165	14,817,319
Depreciation
At 1 January 2024	2,404,468	48,175	979,712	3,039,383	6,471,738
Charge for the year on owned assets	239,872	-	30,219	81,915	352,006
At 31 December 2024	2,644,340	48,175	1,009,931	3,121,298	6,823,744
Net book value
At 31 December 2024	7,766,353	-	92,355	134,867	7,993,575
At 31 December 2023	7,976,196	-	64,012	163,029	8,203,237

Page 34

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments

	Company

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 January 2024	650,625	33	650,658
Disposals	(10,000)	(33)	(10,033)
At 31 December 2024	640,625	-	640,625

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

St Giles Inc USA	154 Southampton Row, London, WC1B 5JX	Ordinary	100%
St Giles Language Centres (Canada) Limited	400-1130 Pender St, W Vancouver, BC, V6E 4A4 Canada	Ordinary	100%
The New School of English Ltd	154 Southampton Row, London, WC1B 5JX	Ordinary	100%

The investment in St Giles Language Centres (Canada) Limited was disposed of during the current year. See note 27 for further details on this transaction.

18.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Finished goods and goods for resale	78,463	74,926	70,720	68,989

Page 35

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.

Debtors

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


Trade debtors	750,685	638,899	719,206	609,971
Amounts owed by group undertakings	-	-	511,396	534,378
Other debtors	80,993	6,474	55,331	145
Prepayments and accrued income	433,102	536,500	389,025	482,880
	1,264,780	1,181,873	1,674,958	1,627,374

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

	Cash at bank and in hand	1,358,962	2,272,391	1,324,705	2,015,317

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

Bank loans	200,000	200,000	200,000	200,000
Trade creditors	841,072	863,446	773,544	791,332
Corporation tax	28,143	240,137	21,110	225,595
Other taxation and social security	83,187	93,356	83,187	90,652
Other creditors	3,324	63,391	41,847	18,435
Accruals and deferred income	1,810,354	2,836,988	1,732,612	2,589,667
	2,966,080	4,297,318	2,852,300	3,915,681

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

	Bank loans	734,022	1,079,531	734,022	1,079,531

The bank loan is secured against the assets of the Company and is repayable to 25 August 2032. Interest is charged at 3% plus the Bank of England base rate.

Page 36

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Amounts falling due within one year
Bank loans	200,000	200,000	200,000	200,000
Amounts falling due 1-2 years
Bank loans	200,000	200,000	200,000	200,000
Amounts falling due 2-5 years
Bank loans	534,022	600,000	534,022	600,000
Amounts falling due after more than 5 years
Bank loans	-	279,531	-	279,531
	934,022	1,279,531	934,022	1,279,531

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

	Financial assets
	Financial assets that are debt instruments measured at amortised cost	816,016	645,228	1,285,933	1,144,349

	Financial liabilities
	Financial liabilities measured at amortised cost	(2,105,308)	(2,808,761)	(2,088,750)	(2,572,999)

Page 37

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(10,423)
	Charged to profit or loss	5,354
	At end of year	(5,069)

Company

		2024
		£

	At beginning of year	(6,517)
	Charged to profit or loss	3,605
	At end of year	(2,912)

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Accelerated capital allowances	(5,069)	(10,642)	(2,912)	(6,736)
Other short term timing differences	-	219	-	219
	(5,069)	(10,423)	(2,912)	(6,517)

26.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3,000 (2023 - 3,000) Ordinary shares of £1.00 each	3,000	3,000

Page 38

ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Discontinued operations
	During the year the company disposed of the subsidiary St Giles Language Centres (Canada) Limited.
		£

Cash proceeds		42,195
Deferred consideration		55,331
Less: additional payment		(23,380)
		74,146
Net assets disposed of:
Tangible fixed assets	32,565
Stocks	7,815
Debtors	39,389
Cash	82,427
Creditors	(156,696)
		(5,500)
Profit on disposal before tax		(79,646)

	The net inflow of cash in respect of the sale of St Giles Language Centres (Canada) Limited is as follows:
		£

	Cash consideration	42,195
	Cash transferred on disposal	(82,427)
	Net inflow of cash	(40,232)

28.	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 £149,902 (2023 - £141,915). Contributions totalling £19,911 (2023 - £874) were due to the fund at the balance sheet date.

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ST GILES SCHOOLS OF LANGUAGES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

29.	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	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	146,200	222,232	85,000	19,635
Later than 1 year and not later than 5 years	325,833	170,000	155,833	-
Later than 5 years	74,375	116,875	-	-
	546,408	509,107	240,833	19,635

30.	Related party transactions
	The Group is exempt from disclosing related party transactions with companies that are wholly owned within the group.

31.	Controlling party

The Group considers Mark Lindsay as the ultimate controlling party.

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