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Registration number: 15028332

Education Technology Services Bidco Limited
Annual Report and Financial Statements
for the Year Ended 31 March 2025

Education Technology Services Bidco Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3 to 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Profit and Loss Account | 9
Balance Sheet | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 to 18

Education Technology Services Bidco Limited

Company Information

Directors | R Moore T R Welch G A D Whittaker

Registered office | 100 Wigmore Street London W1U 3RN

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Education Technology Services Bidco Limited

Strategic Report for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025. The comparative period is from 25 July 2023 to 31 March 2024.

Principal activity

The principal activity of the company is as a holding company.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show an operating loss of £105,922 (2024 - £24,857). At 31 March 2025, the company had net liabilities of £3,328,902 (2024 - assets of £148,702). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector.

Approved by the Board on 23 September 2025 and signed on its behalf by:

T R Welch
Director

Education Technology Services Bidco Limited

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors of the company

The directors who held office during the year were as follows:

R Moore

T R Welch (appointed 17 September 2024)

G A D Whittaker

Going concern

The financial statements have been prepared on a going concern basis which the directors consider appropriate for the following reasons:
The company is part of the Transforming Learning Group Limited group ("the group”).
Both the company’s and the group’s cash flow forecasts indicate that the company and the Group will have sufficient resources to meet their liabilities as they fall due for at least the next twelve months.
The group has provided the company with an undertaking that for at least 12 months from the date of approval of these financial statements it will continue to make,available such funds as are needed by the company and will not seek repayment of the amounts currently made available. This should enable the company to continue in operational existence for the 12 months from the date of signing these financial statements by meeting its liabilities as they fall due for payment.
As with any company placing reliance on other group companies for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements , they have no reason to believe that it will not do so.
Consequently the directors are confident that the company will have sufficient funds to continue to meet its future liabilities for at least twelve months from the date of approval of these financial statements and therefore have prepared these financial statements on a going concern basis.

Financial instruments

Objectives and policies

The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The company is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The company's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 11 to the financial statements.
The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Education Technology Services Bidco Limited

Directors' Report for the Year Ended 31 March 2025

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period, following the resignation of RSM UK Audit LLP, and have expressed their willingness to continue in office.

Approved by the Board on 23 September 2025 and signed on its behalf by:

T R Welch
Director

Education Technology Services Bidco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Education Technology Services Bidco Limited

Independent Auditor's Report to the Members of Education Technology Services Bidco Limited

Opinion

We have audited the financial statements of Education Technology Services Bidco Limited (the 'company') for the year ended 31 March 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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 company's affairs as at 31 March 2025 and of its loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Education Technology Services Bidco Limited

Independent Auditor's Report to the Members of Education Technology Services Bidco Limited

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Education Technology Services Bidco Limited

Independent Auditor's Report to the Members of Education Technology Services Bidco Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available 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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

23 September 2025

Education Technology Services Bidco Limited

Profit and Loss Account for the Year Ended 31 March 2025

| Note | Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Turnover | 3 | 1,383,931 | -
Administrative expenses |  | (1,489,853) | (24,857)
Operating loss |  | (105,922) | (24,857)
Income from shares in group undertakings |  | - | 1,750,000
Other interest receivable and similar income |  | 1,491 | -
Interest payable and similar expenses | 4 | (3,373,173) | (1,576,442)
(Loss)/profit before tax |  | (3,477,604) | 148,701
Tax on (loss)/profit | 8 | - | -
(Loss)/profit for the financial year |  | (3,477,604) | 148,701

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Education Technology Services Bidco Limited

(Registration number: 15028332)
Balance Sheet as at 31 March 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 9 | 40,484,932 | 32,883,910
Current assets |  |  |
Debtors | 10 | 175,279 | 307,709
Cash at bank and in hand |  | 57,295 | -
|  | 232,574 | 307,709
Creditors: Amounts falling due within one year | 11 | (37,220,936) | (33,042,917)
Net current liabilities |  | (36,988,362) | (32,735,208)
Total assets less current liabilities |  | 3,496,570 | 148,702
Creditors: Amounts falling due after more than one year | 11 | (6,825,472) | -
Net (liabilities)/assets |  | (3,328,902) | 148,702
Capital and reserves |  |  |
Called up share capital |  | 1 | 1
Profit and loss account |  | (3,328,903) | 148,701
Shareholders' (deficit)/funds |  | (3,328,902) | 148,702

Approved and authorised by the Board on 23 September 2025 and signed on its behalf by:

T R Welch
Director

Education Technology Services Bidco Limited

Statement of Changes in Equity for the Year Ended 31 March 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 April 2024 | 1 | 148,701 | 148,702
Loss for the year | - | (3,477,604) | (3,477,604)
At 31 March 2025 | 1 | (3,328,903) | (3,328,902)

| Share capital £ | Profit and loss account £ | Total £
Profit for the period | - | 148,701 | 148,701
New share capital subscribed | 1 | - | 1
At 31 March 2024 | 1 | 148,701 | 148,702

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
100 Wigmore Street
London
W1U 3RN

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Transforming Learning Group Limited.

The financial statements of Transforming Learning Group Limited may be obtained from Companies House.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is consolidate further up in the group structure

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Going concern

The financial statements have been prepared on a going concern basis which the directors consider appropriate for the following reasons:
The company is part of the Transforming Learning Group Limited group ("the group”). The company has net assets of £149k and made a profit in the period of £149k.
Both the company’s and the group’s cash flow forecasts indicate that the company and the Group will have sufficient resources to meet their liabilities as they fall due for at least the next twelve months.
The group has provided the company with an undertaking that for at least 12 months from the date of approval of these financial statements it will continue to make,available such funds as are needed by the company and will not seek repayment of the amounts currently made available. This should enable the company to continue in operational existence for the 12 months from the date of signing these financial statements by meeting its liabilities as they fall due for payment.
As with any company placing reliance on other group companies for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements , they have no reason to believe that it will not do so.
Consequently the directors are confident that the company will have sufficient funds to continue to meet its future liabilities for at least twelve months from the date of approval of these financial statements and therefore have prepared these financial statements on a going concern basis.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Financial instruments (continued)
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The turnover has been derived from management recharges wholly undertaken in the United Kingdom.

| 4 | Interest payable and similar expenses

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Interest on bank overdrafts and borrowings | 414,251 | -
Interest expense on other finance liabilities | 159,674 | -
Interest payable on loans from group undertakings | 2,799,248 | 1,576,442
| 3,373,173 | 1,576,442

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 5 | Staff numbers

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| Year ended 31 March 2025 No. | 25 July 2023 to 31 March 2024 No.
Directors | 3 | 2

| 6 | Directors' remuneration

Directors' remuneration has been borne by a related party.

| 7 | Auditors' remuneration

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Audit of the financial statements | 3,500 | -
Other fees to auditors |  |
All other non-audit services | 3,000 | -

The prior year audit fee was borne by another group entity.

| 8 | Taxation

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
(Loss)/profit before tax | (3,477,604) | 148,701
Corporation tax at standard rate | (869,401) | 37,175
Effect of revenues exempt from taxation | - | (437,500)
Effect of expense not deductible in determining taxable profit (tax loss) | 2,624 | -
Tax increase arising from group relief | 866,777 | 400,325
Total tax charge/(credit) | - | -

| 9 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 40,484,932 | 32,883,910

Subsidiaries | £
Cost or valuation
At 1 April 2024 | 32,883,910
Additions | 7,886,822
Reallocation of debt costs | (285,800)
At 31 March 2025 | 40,484,932

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Blade Capital Limited * | England and Wales | Ordinary | 100% | 0%
Salamandersoft Limited * | England and Wales | Ordinary | 100% | 100%
SBM Services (UK) Limited * | England and Wales | Ordinary | 100% | 0%
Locker Technology Limited | England and Wales | Ordinary | 100% | 0%
GDPR Sentry Limited | England and Wales | Ordinary | 100% | 0%
Turn It On Limited | England and Wales | Ordinary | 100% | 100%
Vital York Limited | England and Wales | Ordinary | 100% | 0%
School ICT Group Limited | England and Wales | Ordinary | 100% | 100%
School ICT Services Ltd | England and Wales | Ordinary | 100% | 100%
The ONTO Group Ltd | England and Wales | Ordinary | 100% | 0%
Turn It On Trustees Limited | England and Wales | Ordinary | 100% | 100%
Lexicon Lifeline Limited | England and Wales | Ordinary | 100% | 100%
Associates
Hello Data Limited | England and Wales | Ordinary | 25% | 25%

* - held directly by Education Technology Services Bidco Limited.
The registered office address of all subsidiaries is the same as Education Technology Services Bidco Limited.
The principal activity of Turn It On Trustees Limited is as a nominee company. The principal activity of Lexicon Lifeline Limited is as a dormant company.The principal activity of School ICT Group Limited as as a holding company. The principal activity of all other subsidiaries is ICT support.

| 10 | Debtors

| 2025 £ | 2024 £
Trade debtors | 164,901 | -
Amounts owed by group undertakings | - | 52,451
Other debtors | 10,378 | 255,258
| 175,279 | 307,709

Education Technology Services Bidco Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

| 11 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | 164,301 | -
Amounts due to related parties | 36,626,240 | 33,042,917
Other creditors | 401,560 | -
Accruals | 28,835 | -
| 37,220,936 | 33,042,917
Due after one year |  |
Loans and borrowings | 6,825,472 | -

| 12 | Loans and borrowings

Non-current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 6,825,472 | -

The bank loan outstanding of £6,825,472 (2024 - £nil) is stated after deducting £624,528 (2024 - £nil) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. The bank loan gross of debt costs was £7,450,000.
The bank debt is repayable in full on 2 July 2029. Interest is charged on the facility at 3.5% above the compound reference rate and the loan is secured by a fixed and floating charge over all the assets of the group.

| 13 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 1 | 1 | 1 | 1

| 14 | Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 6 to the financial statements.

| 15 | Parent and ultimate parent undertaking

The company's immediate parent is Education Technology Midco Limited, incorporated in England and Wales.
The ultimate parent is Transforming Learning Group Limited, incorporated in England and Wales.
The ultimate controlling party is Foundation Investment Partners II (GP) LLP.