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Registration number: 15027426

Transforming Learning Group Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 March 2025

Transforming Learning Group Limited

Contents

Company Information | 1
Strategic Report | 2 to 4
Directors' Report | 5
Statement of Directors' Responsibilities | 6
Independent Auditor's Report | 7 to 9
Consolidated Profit and Loss Account | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 34

Transforming Learning Group Limited

Company Information

Directors | R Moore F W Roche 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

Transforming Learning Group 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.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £29,517,215 (2024 - £15,065,899) and an operating loss of £639,797 (2024 - profit of £195,585). At 31 March 2025, the group had net liabilities of £4,428,165 (2024 - £676,174). 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 is subject to a number of risks. Risks are reviewed by management and appropriate processes put in place to monitor and mitigate them. The key business risks for the group are described in more detail in the Directors' Report.
The group produces monthly managements accounts, annual budgets and regular forecasts to assess and monitor actual and expected financial performance in line with its financial obligations. The group is financed through a combination of bank and shareholder loans, at date of signing these financial statements.
Interest rate risk
The interest payable on the bank loan is linked to the SONIA interest rate benchmark. The group does not use hedging to manage its variable interest rates but continues to monitor interest rate forecasts to assess the cost and appropriateness of this source of funding. The interest rate on the loan notes is fixed at 9%.
Price risk
The prices for the provision of IT services and solutions is fixed at the point of contract and most contracts are reviewed and renewed annually and agreed with individual customers.
Cash flow and liquidity risk
The group produces and reviews cash flow forecasts on a regular basis to ensure it will meet its ongoing commitments. The cash position of the business is also included in monthly management reporting and the business uses cash reserves around the group to manage the seasonality of short term funding needs of each company in the group.
Reputation risk
The group operates in a specialist IT market and competes with a wide variety of competitors, many of whom are smaller providers supplying local schools in their area. Damage to the reputation of the group is a key risk and is regularly reviewed through customer surveys and rapid follow up on feedback received from customers.

Key performance indicators
Management and directors have a large amount of commercial and operational data available to assess the performance of the business. Key performance indicators include recurring revenue wins and losses, customer CSAT scores, staff wellbeing scores, and staff turnover. During the year the group commenced the roll-out of new systems including HR, Payroll, CRM and a refresh of the company’s staff portal.

Transforming Learning Group Limited

Strategic Report for the Year Ended 31 March 2025

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The group meets its day-to-day working capital requirements through cash held at bank and post year end through a bank facility obtained.
The directors have reviewed forecasts for the 12 month period from the date of signing these financial statements and consider the group to remain a going concern.
The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group will operate within the level of its current cash resources and lending facilities. Post period end the group has entered into funding facilities with a third party provider to allow it to realise its growth plans. These facilities include covenants which have been taken to account within the forecasts prepared and show adequate headroom and compliance during the forecast period.
Whilst the group currently has negative shareholders' equity on the balance sheet, the directors have considered a number of key factors in developing a complete understanding of the group's financial position to allow them to satisfy themselves that the organisation is in a strong financial position for the foreseeable future.
Accordingly, the directors have concluded that the company and the group have the resources to continue in operational existence for 12 months from the signing of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Section 172(1) statement

The Directors of Transforming Learning Group Limited (previously Education Technology Services Holdings Limited) act in accordance with a set of general duties that are detailed in Section 172 of the UK Companies Act 2006.
Specifically, the Act requires each director to act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders as a whole, and in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long term;
• The interests of the group's employees;
• The need to foster the group’s business relationships with suppliers, customers, and others;
• The impact of the group’s operations on the community and environment;
• The desirability of the group maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between shareholders of the group.
This Statement outlines how we are meeting the requirements outlined under Section 172.
We, the Board of Directors of Transforming Learning Group Limited (previously Education Technology Services Holdings Limited), believe that we have taken decisions and acted in way we consider most likely to promote the success of the group for the benefit of its members during the year ended 31 March 2025. We believe that to maximise value and long-term success we must take account of what is important to all key stakeholders and maintain a reputation of high standards of business conduct.

Consequences of decisions in the long term
Each year, the board undertakes a review of the group's long term strategy. Once approved by the board, this forms the basis for financial budgets and resource plans. In making decisions concerning the business plan and future strategy, the board has regard to a variety of matters including the consequences of its decisions in the long term and its long term reputation.
In approving the business plan, the directors consider external factors such as competitor behaviour, the performance of the underlying markets in which the business operates, as well as the evolving economic, political and market conditions. Where these factors are deemed to be significant, additional forecasting activities are undertaken to understand the impact in a timely manner and enable informed decision making.
The board has agreed a set of forecasts for an acceptable level of financial resilience and liquidity and regularly reviews the group's forecast cash flows to ensure adequate cash reserves are maintained for working capital and continued expansion.

Transforming Learning Group Limited

Strategic Report for the Year Ended 31 March 2025

Interests of the group's employees
The directors understand the importance of the group's employees to the long-term success of the business. To enable the business to succeed, management of people's performance and development is critical to bring through talent whilst ensuring the business operates as efficiently as possible, this is reviewed on a regular basis by the Board and management.
The group regularly communicates business progress and strategy to its employees through presentations and internal group-wide emails with suggestions received back from employees on how to evolve and improve the business in a positive manner.
Workplace health and mental wellbeing continues to be a priority for the group with all employees and their families having free access to a specialist Employee Assistance Programme. We also have fully trained mental health first aiders who are all advocates for reducing the stigma around mental health.

Business relationships
Transforming Learning Group Limited (previously Education Technology Services Holdings Limited) is a holding company. The trading companies in the group specialise in providing IT support and consultancy to schools and Multi Academy Trusts in England and Wales. Our core value of commitment to excellence is promoted and embedded throughout the group. Our customers rely on us for the smooth running of the systems and services that we supply, and our purpose is to give our customers the excellent service they deserve.
Suppliers
The group recognises the importance of building and maintaining strong relationships with our suppliers. It is important for our companies to work with reputable suppliers, who adhere to our values. It is important to us that our suppliers are paid in accordance with agreed terms for the service they provide.
The group strives to meet all covenant requirements and payment due dates for finance costs, to enable us to continue to acquire new businesses and expand operations.

Impact on the community and environment
The group supports a number of local and national charities through both fundraising and volunteering. The group also offers all staff the ability to apply for paid leave to volunteer to help with something that fits with our values and vision.

Business Conduct and Ethics
The Board’s intent is always to maintain high standards of business conduct and governance in all of the group’s operations, which is critical in maintaining our reputation for doing the right thing. Our directors and employees are trained on a range of business conduct principles including:
• Data Protection and Privacy
• Modern Slavery
• Corporate criminal offence
• Anti-bribery and corruption
• Anti-money laundering

The need to act fairly between shareholders of the group
There is regular dialogue with all members of the group to ensure full alignment to the group’s purpose. This includes the payment of dividends to shareholders together with ongoing communication throughout the year.

In the opinion of the Directors no other significant risks and uncertainties exist.

Approved by the Board on 29 August 2025 and signed on its behalf by:

R Moore
Director

Transforming Learning Group Limited

Directors' Report for the Year Ended 31 March 2025

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

Change of company name

The company changed its name from Education Technology Services Holdings Limited to Transforming Learning Group Limited effective from 29 April 2024.

Principal activity

The principal activity of the company is that of a holding company
The principal activity of the group is the provision of IT training and consultancy services, the supply and installation of IT equipment and hardware to schools and the provision of fully bespoke user management services to schools, colleges and universities of all sizes.

Directors of the company

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

R Moore

F W Roche

T R Welch (appointed 3 September 2024)

G A D Whittaker

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

As detailed in the S.172 (1) Statement, the directors understand the importance of the group's employees to the long-term success of the business. To enable the business to succeed, management of people's performance and development is critical to bring through talent whilst ensuring the business operates as efficiently as possible, this is reviewed on a regular basis by the Board and management.
The group regularly communicates business progress and strategy to its employees through presentations and internal group-wide emails with suggestions received back from employees on how to evolve and improve the business in a positive manner.

Future developments

The group intends to continue expand its reach in the primary and secondary education sectors in the UK by way of organic and acquisitive growth.

Disclosure of information to the auditor

Each director has taken the 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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 29 August 2025 and signed on its behalf by:

R Moore
Director

Transforming Learning Group Limited

Statement of Directors' Responsibilities

The directors are responsible 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 group and company 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 and apply them consistently;
• | make judgements and accounting estimates that are reasonable and prudent;
• | state whether applicable UK 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Transforming Learning Group Limited

Independent Auditor's Report to the Members of Transforming Learning Group Limited

Opinion

We have audited the financial statements of Transforming Learning Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the year then ended;
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 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 group'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.

Transforming Learning Group Limited

Independent Auditor's Report to the Members of Transforming Learning Group 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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.

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 group’s industry and its control environment and reviewed the group’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 group 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 group’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.

Transforming Learning Group Limited

Independent Auditor's Report to the Members of Transforming Learning Group Limited

In common with all audits under 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

29 August 2025

Transforming Learning Group Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2025

| Note | Year ended 31 March 2025 £ | (As restated) 25 July 2023 to 31 March 2024 £
Turnover | 3 | 29,513,890 | 15,066,311
Cost of sales |  | (20,451,227) | (12,242,699)
Gross profit |  | 9,062,663 | 2,823,612
Administrative expenses |  | (5,428,331) | (611,602)
Other operating income | 4 | 104,987 | 56,126
Earnings before interest, tax, depreciation, amortisation and exceptional income and cost (EBITDA) | 5 | 3,739,319 | 2,268,136
Amortisation of intangible fixed assets |  | (3,867,282) | (1,742,985)
Depreciation of tangible fixed assets |  | (402,740) | (54,539)
Exceptional administrative expenses |  | (109,094) | (275,027)
Operating profit |  | (639,797) | 195,585
Other interest receivable and similar income | 6 | 128,983 | 48,397
Interest payable and similar expenses | 7 | (3,265,943) | (1,481,690)
Loss before tax |  | (3,776,757) | (1,237,708)
Tax on loss | 11 | (44,829) | (333,043)
Loss for the financial year |  | (3,821,586) | (1,570,751)
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (3,821,586) | (1,576,103)
Minority interests |  | - | 5,352
|  | (3,821,586) | (1,570,751)

The above results were derived from continuing operations.

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

Transforming Learning Group Limited

(Registration number: 15027426)
Consolidated Balance Sheet as at 31 March 2025

| Note | 2025 £ | (As restated) 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 32,288,922 | 27,150,885
Tangible assets | 13 | 1,465,678 | 618,054
Investments | 14 | 25 | 25
|  | 33,754,625 | 27,768,964
Current assets |  |  |
Stocks | 15 | 608,561 | 1,520,435
Debtors | 16 | 3,832,311 | 3,245,631
Cash at bank and in hand |  | 3,820,261 | 1,354,543
|  | 8,261,133 | 6,120,609
Creditors: Amounts falling due within one year | 17 | (8,050,076) | (5,645,329)
Net current assets |  | 211,057 | 475,280
Total assets less current liabilities |  | 33,965,682 | 28,244,244
Capital Employed Creditors: Amounts falling due after more than one year | 17 | 38,107,024 | 28,723,801
Deferred tax liabilities | 11 | 286,823 | 196,617
|  | 38,393,847 | 28,920,418
Called up share capital | 20 | 10,013 | 9,268
Share premium reserve |  | 959,511 | 917,559
Profit and loss account |  | (5,397,689) | (1,576,103)
Equity attributable to owners of the company |  | (4,428,165) | (649,276)
Minority interests |  | - | (26,898)
Shareholders' deficit |  | (4,428,165) | (676,174)
Total capital, reserves and long-term liabilities |  | 33,965,682 | 28,244,244

Approved and authorised by the Board on 29 August 2025 and signed on its behalf by:

R Moore
Director

Transforming Learning Group Limited

(Registration number: 15027426)
Balance Sheet as at 31 March 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 14 | 1 | 1
Current assets |  |  |
Debtors | 16 | 1,101,400 | 981,620
Creditors: Amounts falling due within one year | 17 | (20,200) | (39,041)
Net current assets |  | 1,081,200 | 942,579
Net assets |  | 1,081,201 | 942,580
Capital and reserves |  |  |
Called up share capital | 20 | 10,013 | 9,268
Share premium reserve |  | 959,511 | 917,559
Profit and loss account |  | 111,677 | 15,753
Shareholders' funds |  | 1,081,201 | 942,580

The company made a profit after tax for the financial year of £95,924 (2024 - profit of £15,753).

Approved and authorised by the Board on 29 August 2025 and signed on its behalf by:

R Moore
Director

Transforming Learning Group Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Profit and loss account £ | Total £ | Non-controlling interests - Equity £ | Total equity £
At 1 April 2024 (As previously stated) | 9,268 | 917,559 | (1,866,403) | (939,576) | (26,898) | (966,474)
Prior period adjustment | - | - | 290,300 | 290,300 | - | 290,300
At 1 April 2024 (As restated) | 9,268 | 917,559 | (1,576,103) | (649,276) | (26,898) | (676,174)
Loss for the year | - | - | (3,821,586) | (3,821,586) | - | (3,821,586)
New share capital subscribed | 745 | 41,952 | - | 42,697 | - | 42,697
Other movements on reserves | - | - | - | - | 26,898 | 26,898
At 31 March 2025 | 10,013 | 959,511 | (5,397,689) | (4,428,165) | - | (4,428,165)

| Share capital £ | Share premium £ | Profit and loss account £ | Total £ | Non-controlling interests - Equity £ | Total equity £
(Loss)/profit for the period | - | - | (1,576,103) | (1,576,103) | 5,352 | (1,570,751)
New share capital subscribed | 9,268 | 917,559 | - | 926,827 | - | 926,827
Other movements on reserves | - | - | - | - | (32,250) | (32,250)
At 31 March 2024 (As restated) | 9,268 | 917,559 | (1,576,103) | (649,276) | (26,898) | (676,174)

Transforming Learning Group Limited

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

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 April 2024 | 9,268 | 917,559 | 15,753 | 942,580
Profit for the year | - | - | 95,924 | 95,924
New share capital subscribed | 745 | 41,952 | - | 42,697
At 31 March 2025 | 10,013 | 959,511 | 111,677 | 1,081,201

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 25 July 2023 | 9,268 | 917,559 | - | 926,827
Profit for the period | - | - | 15,753 | 15,753
At 31 March 2024 | 9,268 | 917,559 | 15,753 | 942,580

Transforming Learning Group Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2025

| Note | Year ended 31 March 2025 £ | (As restated) 25 July 2023 to 31 March 2024 £
Cash flows from operating activities
Loss for the year |  | (3,821,586) | (1,570,751)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 5 | 4,208,029 | 1,796,983
Finance income | 6 | (128,983) | (48,397)
Finance costs | 7 | 3,265,943 | 1,481,690
Income tax expense | 11 | 44,829 | 333,043
|  | 3,568,232 | 1,992,568
Working capital adjustments |  |  |
Decrease/(increase) in stocks | 15 | 1,171,693 | (465,134)
Decrease in debtors | 16 | 243,807 | 1,508,829
Increase/(decrease) in creditors | 17 | 528,351 | (2,726,487)
Cash generated from operations |  | 5,512,083 | 309,776
Income taxes paid | 11 | (248,381) | (352,122)
Net cash flow from operating activities |  | 5,263,702 | (42,346)
Cash flows from investing activities |  |  |
Interest received |  | 128,983 | 48,937
Acquisitions of tangible assets |  | (403,132) | (35,169)
Acquisition of intangible assets | 12 | (729,766) | (266,506)
Purchase of subsidiary undertaking (net of cash acquired) |  | (7,971,046) | (26,428,045)
Net cash flows from investing activities |  | (8,974,961) | (26,680,783)
Cash flows from financing activities |  |  |
Interest paid | 7 | (512,523) | -
Proceeds from issue of ordinary shares, net of issue costs |  | 42,697 | 926,827
Proceeds from bank borrowing draw downs |  | 7,245,566 | -
Payments to finance lease creditors |  | (17,571) | (5,645)
Dividends paid to non-controlling interest |  | - | (32,250)
Payment of bank debt costs |  | (784,202) | -
Proceeds from loan notes |  | 203,010 | 27,188,740
Net cash flows from financing activities |  | 6,176,977 | 28,077,672
Net increase in cash and cash equivalents |  | 2,465,718 | 1,354,543
Cash and cash equivalents at 1 April |  | 1,354,543 | -
Cash and cash equivalents at 31 March |  | 3,820,261 | 1,354,543

Transforming Learning 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 company was formerly known as Education Technology Services Holdings Limited.

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.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £95,924 (2024 - profit of £15,753).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Transforming Learning Group Limited

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

Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The group meets its day-to-day working capital requirements through cash held at bank and post year end through a bank facility obtained.
The directors have reviewed forecasts for the 12 month period from the date of signing these financial statements and consider the group to remain a going concern.
The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group will operate within the level of its current cash resources and lending facilities. Post period end the group has entered into funding facilities with a third party provider to allow it to realise its growth plans. These facilities include covenants which have been taken to account within the forecasts prepared and show adequate headroom and compliance during the forecast period.
Whilst the group currently has negative shareholders' equity on the balance sheet, the directors have considered a number of key factors in developing a complete understanding of the group's financial position to allow them to satisfy themselves that the organisation is in a strong financial position for the foreseeable future.
Accordingly, the directors have concluded that the company and the group have the resources to continue in operational existence for 12 months from the signing of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Prior period errors

There has been a change in accounting policy to not recognise customer relationships as a separate intangible asset on acquisition. The previously recognised customer relationships balance of £4,768,994 has now been recognised as part of goodwill and the deferred tax previously recognised on the customer relationships of £1,019,959 has been removed. The impact on the prior year profit and loss account is to reduce the amortisation charge by £462,590 and to reduce the deferred tax credit by £172,290, resulting in a net increase of £290,300 to opening reserves at 1 April 2024.

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 group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group 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 group's activities.

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 group 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 consolidated financial statements and on unused tax losses or tax credits in the group. 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 statement of financial position 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.

Transforming Learning Group Limited

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

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
Freehold land and buildings | Nil
Leasehold property and improvements | 20% straight line/10% reducing balance
Plant and equipment | 25% reducing balance
Fixtures and fittings | 20%straight line/20% reducing balance
Computers | 33.33% straight line
Motor vehicles | 20% straight line/25% reducing balance

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Goodwill | Straight line over 10 years
Website development costs | 10% straight line
Customer relationships | 25% straight line

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.

Transforming Learning Group Limited

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

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 group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of work in progress comprises direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

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 group 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 group 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.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

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.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Transforming Learning Group Limited

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

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group 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.
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.

Transforming Learning Group Limited

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

| 3 | Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Miscellaneous other operating income | 104,987 | 56,126

| 5 | Operating profit

Arrived at after charging/(crediting)

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Depreciation expense | 402,740 | 54,539
Amortisation expense | 3,867,282 | 1,742,985
Operating lease expense - property | 224,719 | 234,189
Operating lease expense - other | 27,946 | 4,589
Loss on disposal of property, plant and equipment | - | 329

| 6 | Other interest receivable and similar income

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Interest income on investments | 111,422 | -
Interest income on bank deposits | 17,561 | 48,397
| 128,983 | 48,397

| 7 | Interest payable and similar expenses

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Interest on bank overdrafts and borrowings | 415,479 | -
Interest on obligations under finance leases and hire purchase contracts | 4,961 | -
Interest expense on other finance liabilities | 2,845,503 | 1,481,690
| 3,265,943 | 1,481,690

Transforming Learning Group Limited

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

| 8 | Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Wages and salaries | 13,515,339 | 6,584,938
Social security costs | 1,316,246 | 505,194
Pension costs, defined contribution scheme | 589,330 | 429,509
| 15,420,915 | 7,519,641

The average number of persons employed by the group (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.
| 397 | 373

Company
The company incurred no staff costs and had no employees other than the directors.

| 9 | Directors' remuneration

The directors' remuneration for the year was as follows:

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Remuneration | 221,281 | -

Transforming Learning Group Limited

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

| 10 | Auditors' remuneration

| Year ended 31 March 2025 £ | 25 July 2023 to 31 March 2024 £
Audit of these financial statements | 10,000 | 13,000
Audit of the financial statements of the company's subsidiaries | 55,000 | 80,500
| 65,000 | 93,500
Other fees to auditors |  |
Taxation compliance services | 34,200 | 17,000
All other tax advisory services | - | 3,250
All other non-audit services | 20,500 | 28,250
| 54,700 | 48,500

| 11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| Year ended 31 March 2025 £ | (As restated) 25 July 2023 to 31 March 2024 £
Current taxation |  |
UK corporation tax | 169,758 | 154,313
UK corporation tax adjustment to prior periods | (56,986) | (17,506)
| 112,772 | 136,807
Deferred taxation |  |
Arising from origination and reversal of timing differences | (67,943) | 217,189
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | - | (20,953)
Total deferred taxation | (67,943) | 196,236
Tax expense in the income statement | 44,829 | 333,043

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 £ | (As restated) 25 July 2023 to 31 March 2024 £
Loss before tax | (3,776,757) | (1,237,708)
Corporation tax at standard rate | (944,189) | (309,427)
Decrease in UK and foreign current tax from adjustment for prior periods | (56,986) | (16,919)
Tax decrease from effect of capital allowances and depreciation | (66,947) | -
Effect of expense not deductible in determining taxable profit (tax loss) | 1,112,951 | 486,572
Increase from tax losses for which no deferred tax asset was recognised | - | 195,058
Deferred tax credit from unrecognised temporary difference from a prior period | - | (22,241)
Total tax charge | 44,829 | 333,043

Transforming Learning Group Limited

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

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Accelerated capital allowances | 494,924
Short-term timing differences | (208,102)
| 286,822

2024 | Liability £
Accelerated capital allowances | 297,946
Tax losses | (2,040)
Short-term timing differences | (99,289)
| 196,617

| 12 | Intangible assets

Group

| (As restated) Goodwill £ | Website development costs £ | (As restated) Total £
Cost or valuation
At 1 April 2024 | 28,259,296 | 634,574 | 28,893,870
Additions acquired separately | 8,562,793 | 729,766 | 9,292,559
Reallocation of debt costs | (285,801) | - | (285,801)
Disposals | - | (1,439) | (1,439)
At 31 March 2025 | 36,536,288 | 1,362,901 | 37,899,189
Amortisation
At 1 April 2024 | 1,673,870 | 69,114 | 1,742,985
Amortisation charge | 3,546,758 | 320,524 | 3,867,282
At 31 March 2025 | 5,220,628 | 389,638 | 5,610,267
Carrying amount
At 31 March 2025 | 31,315,660 | 973,263 | 32,288,922
At 31 March 2024 | 26,585,426 | 565,460 | 27,150,885

Transforming Learning Group Limited

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

| 13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Computer equipment £ | Total £
Cost or valuation
At 1 April 2024 | 387,850 | 137,813 | 105,059 | 41,871 | 672,593
Additions | - | 71,646 | - | 339,317 | 410,963
Acquired through business combinations | 4,507 | 106,557 | 51,347 | 683,384 | 845,795
Disposals | - | (28,770) | - | (97,180) | (125,950)
At 31 March 2025 | 392,357 | 287,246 | 156,406 | 967,392 | 1,803,401
Depreciation
At 1 April 2024 | - | 17,709 | 16,739 | 20,091 | 54,539
Charge for the year | 3,342 | 107,596 | 35,070 | 256,732 | 402,740
Eliminated on disposal | - | (27,365) | - | (92,191) | (119,556)
At 31 March 2025 | 3,342 | 97,940 | 51,809 | 184,632 | 337,723
Carrying amount
At 31 March 2025 | 389,015 | 189,306 | 104,597 | 782,760 | 1,465,678
At 31 March 2024 | 387,850 | 120,104 | 88,320 | 21,780 | 618,054

Included within the net book value of land and buildings above is £389,015 (2024 - £387,850) in respect of freehold land and buildings.

| 14 | Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group 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
Associates
Hello Data Ltd | England and Wales | Ordinary | 25% | 25%

The registered office is 27 Woodgreen Witney, Oxfordshire. OX 28 1DG.

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 1 | 1

Subsidiaries | £
Cost and carrying amount
At 1 April 2024 and at 31 March 2025 | 1

Transforming Learning Group 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
Education Technology Services Midco Limited * | England and Wales | Ordinary | 100% | 100%
Education Technology Services Bidco Limited | England and Wales | Ordinary | 100% | 100%
Salamandersoft Limited | England and Wales | Ordinary | 100% | 100%
SBM Services (UK) Limited | England and Wales | Ordinary | 100% | 0%
Blade Capital 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 Limited | England and Wales | Ordinary | 100% | 100%
School ICT Resourcing Limited | England and Wales | Ordinary | 0% | 80%
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%

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

Transforming Learning Group Limited

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

| 15 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Raw materials and consumables | 337,888 | 33,912 | - | -
Work in progress | 270,673 | 1,486,523 | - | -
| 608,561 | 1,520,435 | - | -

| 16 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 2,555,211 | 2,399,022 | - | -
Amounts owed by group undertakings | 23 | - | - | 1,049,025 | 981,620
Other debtors |  | 539,374 | 273,481 | 52,375 | -
Prepayments |  | 737,726 | 573,128 | - | -
|  | 3,832,311 | 3,245,631 | 1,101,400 | 981,620

| 17 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 18 | 11,798 | 11,434 | - | -
Trade creditors |  | 1,546,026 | 1,129,928 | - | -
Social security and other taxes |  | 1,084,876 | 996,439 | - | -
Outstanding defined contribution pension costs |  | 17,297 | - | - | -
Other creditors |  | 487,984 | 269,229 | - | -
Accruals |  | 416,480 | 2,984,468 | 20,200 | 39,041
Corporation tax liability | 11 | 389,453 | 253,831 | - | -
Deferred income |  | 4,096,162 | - | - | -
|  | 8,050,076 | 5,645,329 | 20,200 | 39,041
Due after one year |  |  |  |  |
Loans and borrowings | 18 | 38,107,024 | 28,670,820 | - | -
Other non-current financial liabilities |  | - | 52,981 | - | -
|  | 38,107,024 | 28,723,801 | - | -

Transforming Learning Group Limited

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

| 18 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Hire purchase contracts | 11,798 | 11,434 | - | -

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 6,825,472 | - | - | -
Hire purchase contracts | 100,166 | - | - | -
Other borrowings | 31,181,386 | 28,670,820 | - | -
| 38,107,024 | 28,670,820 | - | -

The bank loan outstanding of £7,029,906 (2024 - £nil) is stated after deducting £420,094 (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.
The loan notes (which are unsecured) outstanding of £31,181,386 (2024 - £28,670,820) include accrued interest of £4,079,336 (2024 - £1,485,591) and are stated after deducting £285,800 (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. Total loan notes excluding accrued interest and net of debt costs amounted to £27,387,850 (2024 - £27,185,229) at 31 March 2025. Interest is payable on the loan notes at 9%.

| 19 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £589,330 (2024 - £429,509).
Contributions totalling £17,297 (2024 - £53,036) were payable to the scheme at the end of the year and are included in creditors.

Transforming Learning Group Limited

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

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
A Ordinary shares of £0.01 each | 623,819 | 6,238 | 623,819 | 6,238
B Ordinary shares of £0.01 each | 281,772 | 2,818 | 274,783 | 2,748
C Ordinary shares of £0.01 each | 43,316 | 433 | 28,201 | 282
| 948,907 | 9,489 | 926,803 | 9,268

Allotted, called up and not fully paid shares

| 2025 | 2024
| No. | £ | No. | £
C Ordinary shares of £0.01 each | 52,375 | 523.75 | 42,400 | 424.00

New shares allotted

During the year, 2,153 B Ordinary shares having an aggregate nominal value of £22 were allotted for an aggregate consideration of £2,153. These shares were allotted on 29 April 2024.
During the year, 15,091 C Ordinary shares having an aggregate nominal value of £151 were allotted for an aggregate consideration of £15,091. These shares were allotted on 29 April 2024.
During the year, 9,999 C Ordinary shares having an aggregate nominal value of £100 were allotted for an aggregate consideration of £9,999. These shares were allotted on 29 April 2024.
During the year, 4,836 B Ordinary shares having an aggregate nominal value of £48 were allotted for an aggregate consideration of £4,836. These shares were allotted on 12 August 2024.

| 21 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 151,934 | 11,434
Later than one year and not later than five years | 182,627 | 52,981
| 334,561 | 64,415

Finance lease payment represent rentals payable by the group for Motor Vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The range of interest is from 8.00% to 8.57%.
The group's obligations under finance leases are secured by the lessor's charge over the leased assets. The net book value of secured assets is disclosed in note 13.

Transforming Learning Group Limited

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

| 22 | Analysis of changes in net debt

Group

| At 1 April 2024 £ | Financing cash flows £ | Other non-cash changes £ | At 31 March 2025 £
Cash and cash equivalents |  |  |  |
Cash | 1,354,543 | 2,465,718 | - | 3,820,261
Borrowings |  |  |  |
Long term borrowings | (28,670,820) | (6,664,374) | (2,671,664) | (38,006,858)
Lease liabilities | (11,434) | (17,571) | (82,959) | (111,964)
| (28,682,254) | (6,681,945) | (2,754,623) | (38,118,822)
| (27,327,711) | (4,216,227) | (2,754,623) | (34,298,561)

| 23 | Related party transactions

Company

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 9 to the financial statements.
During the prior period, the company issued loan notes of £18,976,181 to a related party. Interest of £1,798,873 (2024 - £1,013,222) was charged during the year in respect of these loan notes. A balance of £21,788,276 (2024 - £19,989,403) was outstanding at 31 March 2025, including accrued interest. Also included within the trade creditors balance at year end is £26,986 (2024 debtor of - £100,958) owed by Foundation Investment Partners Limited, a related party by means of its investment and control of the group that this company is a part of.

Transforming Learning Group Limited

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

| 24 | Business combinations

On 30 April 2024, Education Technology Services Bidco Limited acquired 100% of the issued share capital of SBM Services (UK) Limited , obtaining control.
SBM Services (UK) Limited contributed £600,712 revenue and £116,016 to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Book value and fair value 2025 £
Assets and liabilities acquired |
Financial assets | 874,331
Tangible assets | 13,204
Financial liabilities | (217,677)
Total identifiable assets | 669,858
Goodwill | 1,812,760
Total consideration | 2,482,618
Satisfied by: |
Cash | 2,082,618
Deferred consideration | 400,000
Total consideration transferred | 2,482,618
Cash flow analysis: |
Cash consideration | 2,082,618
Less: cash and cash equivalent balances acquired | (847,202)
Net cash outflow arising on acquisition | 1,235,416

The useful life of goodwill is 10 years.

Transforming Learning Group Limited

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

On 7 August 2024, Turn It On Limited acquired 100% of the issued share capital of Vital York Limited, obtaining control.
Vital York Limited contributed £2,271,255 revenue and £194,539 to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Book value and fair value 2025 £
Assets and liabilities acquired |
Financial assets | 949,631
Stocks | 259,819
Tangible assets | 822,600
Financial liabilities | (1,231,033)
Total identifiable assets | 801,017
Goodwill | 1,906,273
Total consideration | 2,707,290
Satisfied by: |
Cash | 2,707,290
Cash flow analysis: |
Cash consideration | 2,707,290
Less: cash and cash equivalent balances acquired | (445,856)
Net cash outflow arising on acquisition | 2,261,434

The useful life of goodwill is 10 years.

Transforming Learning Group Limited

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

On 30 September 2024, Education Technology Services Bidco Limited acquired 100% of the issued share capital of Blade Capital Limited, obtaining control.
Blade Capital Limited contributed £561,155 revenue and £67,518 to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Book value and fair value 2025 £
Assets and liabilities acquired |
Financial assets | 1,576,992
Tangible assets | 8,348
Financial liabilities | (629,169)
Total identifiable assets | 956,171
Goodwill | 3,725,298
Total consideration | 4,681,469
Cash flow analysis: |
Cash consideration | 4,681,469
Less: cash and cash equivalent balances acquired | (1,309,182)
Net cash outflow arising on acquisition | 3,372,287

The useful life of goodwill is 10 years.

Transforming Learning Group Limited

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

On 30 October 2024, School ICT Group Limited acquired 100% of the issued share capital of The Onto Group Limiited , obtaining control.
The Onto Group Limiited contributed £343,626 revenue and £20,847 to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

| Book value and fair value 2025 £
Assets and liabilities acquired |
Financial assets | 268,494
Tangible assets | 1,643
Financial liabilities | (102,344)
Total identifiable assets | 167,793
Goodwill | 396,027
Total consideration | 563,820
Satisfied by: |
Cash | 563,820
Cash flow analysis: |
Cash consideration | 563,820
Less: cash and cash equivalent balances acquired | (184,346)
Net cash outflow arising on acquisition | 379,474

The useful life of goodwill is 10 years.

| 25 | Parent and ultimate parent undertaking

The ultimate controlling party is Foundation Investment Partners II (GP) LLP.