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Registration number: 11716797

Prepared for the registrar
The ONTO Group Limited
Annual Report and Financial Statements
for the Year Ended 31 March 2025

The ONTO Group Limited

Contents

Company Information | 1
Balance Sheet | 2
Notes to the Financial Statements | 3 to 8

The ONTO Group Limited

Company Information

Director | T R Welch

Registered office | Unit 1F Network Point Range Road Witney Oxfordshire OX29 0YN

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

The ONTO Group Limited

(Registration number: 11716797)
Balance Sheet as at 31 March 2025

| Note | 2025 £ | Unaudited 2024 £
Fixed assets |  |  |
Tangible assets | 4 | 981 | 3,172
Current assets |  |  |
Debtors | 5 | 107,439 | 70,015
Cash at bank and in hand |  | 172,554 | 239,696
|  | 279,993 | 309,711
Creditors: Amounts falling due within one year | 6 | (92,229) | (184,824)
Net current assets |  | 187,764 | 124,887
Total assets less current liabilities |  | 188,745 | 128,059
Creditors: Amounts falling due after more than one year | 6 | - | (37,636)
Net assets |  | 188,745 | 90,423
Capital and reserves |  |  |
Called up share capital | 8 | 100 | 100
Profit and loss account |  | 188,645 | 90,323
Shareholders' funds |  | 188,745 | 90,423

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 26 September 2025

T R Welch
Director

The ONTO Group 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:
Unit 1F
Network Point
Range Road
Witney
Oxfordshire
OX29 0YN

| 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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

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.

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.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

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 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.

The ONTO Group Limited

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

Tax

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

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | 33% straight line
Motor vehicles | 25% reducing balance
Furniture, fittings and equipment | 33% straight line

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.

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.

The ONTO Group Limited

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

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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

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.

The ONTO Group 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.
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.
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 | Staff numbers

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

| 2025 No. | 2024 No.
Average number of employees | 20 | 22

The ONTO Group Limited

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

| 4 | Tangible assets

| Plant and machinery £ | Fixtures, fittings and equipment £ | Total £
Cost
At 1 April 2024 | 1,024 | 15,518 | 16,542
Additions | 40 | 40 | 80
At 31 March 2025 | 1,064 | 15,558 | 16,622
Depreciation
At 1 April 2024 | 911 | 12,459 | 13,370
Charge for the year | 153 | 2,118 | 2,271
At 31 March 2025 | 1,064 | 14,577 | 15,641
Carrying amount
At 31 March 2025 | - | 981 | 981
At 31 March 2024 | 113 | 3,059 | 3,172

| 5 | Debtors

| 2025 £ | 2024 £
Trade debtors | 60,213 | 54,456
Other debtors | 42,933 | 99
Prepayments | 1,447 | 4,200
Deferred tax assets | - | 1,288
Corporation tax asset | 2,846 | 2,846
Loans to directors | - | 7,126
| 107,439 | 70,015

| 6 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans from directors | 7 | - | 85,093
Trade creditors |  | 212 | 3,275
Social security and other taxes |  | 48,836 | 48,924
Other creditors |  | 2,272 | -
Accruals and deferred income |  | 11,799 | 14,782
Corporation tax liability |  | 29,110 | 32,750
|  | 92,229 | 184,824
Due after one year |  |  |
Loans and borrowings | 7 | - | 36,243
Other non-current financial liabilities |  | - | 1,393
|  | - | 37,636

The ONTO Group Limited

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

| 7 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | - | 85,093

Non-current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | - | 36,243

All prior year loans to directors were fully paid within the year.

| 8 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 100 | 100 | - | -
A Ordinary shares of £1 each | - | - | 40 | 40
B Ordinary shares of £1 each | - | - | 40 | 40
C Ordinary shares of £1 each | - | - | 10 | 10
D Ordinary shares of £1 each | - | - | 10 | 10
| 100 | 100 | 100 | 100

On 30 October 2024 the 40 A Ordinary shares of £1 each, 40 B Ordinary shares of £1 each, 10 C Ordinary shares of £1 each and 10 D Ordinary shares of £1 each were redesignated as 100 Ordinary shares of £1 each.

| 9 | Parent and ultimate parent undertaking

The company's immediate parent is School ICT Group 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.

| 10 | Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report

As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.
The Independent Auditor's Report was unqualified. The corresponding figures for the year ended 31 March 2024 shown in the financial statements are derived from the financial statements prepared for that period that were not audited. The name of the Senior Statutory Auditor who signed the audit report on 26 September 2025 was Simon Worsley, who signed for and on behalf of Hazlewoods LLP.