Company Registration No. 05835303 (England and Wales)
GOLDWAIT LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JULY 2025
6th Floor Kings House
9-10 Haymarket
London
SW1Y 4BP
GOLDWAIT LIMITED
CONTENTS
Page
Company information
0
Strategic report
1 - 3
Director's report
4 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 34
GOLDWAIT LIMITED
COMPANY INFORMATION
Director
M C Barnard
Company number
05835303
Registered office
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
GOLDWAIT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 1 -

The director presents the strategic report and financial statements of the company and of the group for the year ended 31 July 2025.

Fair review of the business

The principal activity of the parent company has continued to be the holding of shares in its subsidiary undertaking.

The principal activity of the subsidiary company, Bloomsbury Institute Limited (BIL), during the year continued to be that of delivering higher education courses. The subsidiary company delivers full-time undergraduate degrees in Business, Accounting and Law, and full time postgraduate degrees in Business & Accounting.

The subsidiary company has three student intakes each academic year and recruits domestic and international students. The courses offered by the subsidiary c ompany are validated by Wrexham University (the awarding body).

Development and performance

Group turnover de creased by 30% compared to last year. This was mainly due to lower recruitment of new students in 202 3-2 4 to each of the company's three intakes.

The group net liability position at year end increased by £3.02 m to a liability £4.61m as compared to previous year liability of £1.59m.

The group loss before tax increased by £2 m mainly due to the decreased turnover. As a result, the group company incurred a loss before tax of (£3.0 2m) compared to a loss of (£1.03 m) in the previous year.

Key performance indicators
Year end 31 July 2025
Year end 31 July 2024
Year end 31 July 2023
£
£
£
Group turnover
8,040,983
11,464,802
15,016,946
Group turnover growth/(decline)
(29.86)%
(23.65)%
153.17%
Group gross profit margin
47.88%
52.45%
57.58%
Group (loss) before tax
(3,021,014)
(1,025,307)
(1,596,104)
GOLDWAIT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 2 -
Principal risks and uncertainties

Below is a description of the risk factors that the directors and management believe affect the group’s subsidiary business operations. Not all factors are within the control of the management and other factors not stated could also affect the subsidiary.

Compliance and regulatory risk

Higher Education is tightly regulated within England. Legislative and policy changes affect the subsidiary company’s day-to-day business.

The subsidiary company is registered with the Office for Students (OfS). The company is required to comply with the OfS Regulatory Framework, Notices and Advice. This includes compliance with the OfS Conditions of Registration (both general ongoing conditions, and two specific conditions which the OfS has applied to the subsidiary company). To monitor compliance with the Conditions of Registration in 202 4-2 5, the subsidiary company maintained an OfS Master Conditions of Registration document.

Certain OfS Conditions of Registration are separately included in the subsidiary company’s Corporate Risk Register. The Corporate Risk Register is reviewed every two months by the subsidiary company’s Senior Management Team, Board of Directors and Audit Committee (now titled the Audit and Risk Committee).

Competition

The provision of degree courses within London is very competitive, but London is a study destination of choice particularly for international students. Students can choose between public universities, private universities and private providers such as Bloomsbury Institute. The subsidiary company has addressed the risk of competition by always maintaining high standards and quality teaching and by redesigning all its degrees with each of them having professional body accreditation (with the exception of the MSc Finance and Wealth Management). The subsidiary company has always produced exceptional results in the annual National Student Survey, consistently exceeding the sector average.

Economic climate

The subsidiary company is still operating in times of heightened uncertainty. The cost-of-living crisis has impacted the subsidiary company, staff and students. Rising inflation, slowing economic growth, and the aftermath of the energy crisis alongside increasing interest rates, are challenges the company has had to face. The company has fixed as many costs as possible to mitigate these risks.

Credit risk

Credit risk refers to the risk that the subsidiary company’s students or other debtors will default and fail to make payments in accordance with the agreed terms.

This risk has increased as the number of privately paying international students increased. However, the subsidiary company requires a 50% deposit before privately paying students start their course or, in the case of international students, are issued with a Confirmation of Acceptance for Studies (CAS) that is required before they can apply for a Student visa. The subsidiary company instructs debt collectors, if required, to manage any residual risk.

Liquidity and solvency risk

The subsidiary company has incurred another large financial loss in the current year.

Any further liquidity and solvency risk for the group's subsidiary company is mitigated by ongoing parent company support.

GOLDWAIT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 3 -
Financial sustainability of the sector
The UK higher education sector has great strengths and has successfully grown domestic and international student numbers during the period 2017-18 and 2022-23. However, higher education providers generally are experiencing financial challenges due to a real-terms decreasing unit of funding for domestic students. In England, fees for domestic students have been capped at £9,250 since 2017. The government's latest announcement to increase domestic fees from September 2025 is welcome news to the sector.

On behalf of the board

M C Barnard
Director
16 January 2026
GOLDWAIT LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 4 -

The director presents his report and financial statements of the group and the parent company for the year ended 31 July 2025.

Principal activities

The principal activity of the parent company has continued to be the holding of shares in its subsidiary undertaking. The principal activity of the subsidiary companies has continued to be the provision of higher education services.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

M C Barnard
Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Financial instruments

The group's principal financial instruments comprise bank balances, trade creditors, trade debtors and property leases. The main purpose of these instruments is to raise funds and to finance the group's operations.

Due to the nature of the financial instruments used by the group, there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments is shown below.

In respect of bank balances, the liquidity risk is managed by always maintaining a positive balance. The group makes use of bank deposit accounts facilities where funds are available.

The group was a lessee in respect of a leased property. The liquidity risk in respect of this is managed in the same way as loans.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to students and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Future developments

As detailed in the Strategic Report, the subsidiary company continued its business with current (continuing) students and the recruitment of new students, both domestic and international.

Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

GOLDWAIT LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 5 -
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then 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;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

Strategic Report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of: review of the business, performance indicators, principal risks and uncertainties.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
M C Barnard
Director
16 January 2026
GOLDWAIT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GOLDWAIT LIMITED
- 6 -
Opinion

We have audited the financial statements of Goldwait Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 July 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

GOLDWAIT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDWAIT LIMITED
- 7 -

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

GOLDWAIT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDWAIT LIMITED
- 8 -
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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

GOLDWAIT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GOLDWAIT LIMITED
- 9 -

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Philip Clark FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
22 January 2026
Office: London
GOLDWAIT LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
8,040,983
11,464,802
Cost of sales
(4,191,298)
(5,451,565)
Gross profit
3,849,685
6,013,237
Administrative expenses
(7,168,574)
(7,730,439)
Other operating income
94,936
354,973
Operating loss
4
(3,223,953)
(1,362,229)
Other interest receivable and similar income
7
2,712
10,078
Interest payable and similar expenses
8
138,184
(2,703)
Fair value gain on listed investments
9
62,043
329,547
Loss before taxation
(3,021,014)
(1,025,307)
Tax on loss
10
-
0
(4,763)
Loss for the financial year
(3,021,014)
(1,030,070)
Other comprehensive income
-
-
Total comprehensive income for the year
(3,021,014)
(1,030,070)
Loss for the financial year is attributable to:
- Owners of the parent company
(2,351,585)
(811,833)
- Non-controlling interests
(669,429)
(218,237)
(3,021,014)
(1,030,070)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(2,351,585)
(811,833)
- Non-controlling interests
(669,429)
(218,237)
(3,021,014)
(1,030,070)
The notes on pages 17 to 34 form part of these financial statements
GOLDWAIT LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 JULY 2025
31 July 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
397,037
579,223
Investments
12
617,115
1,852,361
1,014,152
2,431,584
Current assets
Debtors
14
3,799,944
1,425,152
Cash at bank and in hand
4,756,765
1,269,420
8,556,709
2,694,572
Creditors: amounts falling due within one year
15
(14,180,031)
(6,714,265)
Net current liabilities
(5,623,322)
(4,019,693)
Total assets less current liabilities
(4,609,170)
(1,588,109)
Provisions for liabilities
Deferred tax liability
16
46
93
(46)
(93)
Net liabilities
(4,609,216)
(1,588,202)
Capital and reserves
Called up share capital
18
2,964,065
2,964,065
Profit and loss reserves
(6,013,727)
(3,662,142)
Equity attributable to owners of the parent company
(3,049,662)
(698,077)
Non-controlling interests
(1,559,554)
(890,125)
(4,609,216)
(1,588,202)
The financial statements were approved and signed by the director and authorised for issue on 16 January 2026
16 January 2026
M C Barnard
Director
Company registration number 05835303 (England and Wales)
GOLDWAIT LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
31 July 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
8,863,960
8,863,960
Current assets
-
-
Creditors: amounts falling due within one year
15
(3,814,426)
(3,943,516)
Net current liabilities
(3,814,426)
(3,943,516)
Net assets
5,049,534
4,920,444
Capital and reserves
Called up share capital
18
2,964,065
2,964,065
Profit and loss reserves
2,085,469
1,956,379
Total equity
5,049,534
4,920,444

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1 29,090 (2024: £11,650 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 16 January 2026
16 January 2026
M C Barnard
Director
Company registration number 05835303 (England and Wales)
GOLDWAIT LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 13 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 August 2023
2,964,065
(2,850,309)
113,756
(671,888)
(558,132)
Year ended 31 July 2024:
Loss and total comprehensive income
-
(811,833)
(811,833)
(218,237)
(1,030,070)
Balance at 31 July 2024
2,964,065
(3,662,142)
(698,077)
(890,125)
(1,588,202)
Year ended 31 July 2025:
Loss and total comprehensive income
-
(2,351,585)
(2,351,585)
(669,429)
(3,021,014)
Balance at 31 July 2025
2,964,065
(6,013,727)
(3,049,662)
(1,559,554)
(4,609,216)
GOLDWAIT LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 August 2023
2,964,065
1,968,029
4,932,094
Year ended 31 July 2024:
Loss and total comprehensive income for the year
-
(11,650)
(11,650)
Balance at 31 July 2024
2,964,065
1,956,379
4,920,444
Year ended 31 July 2025:
Profit and total comprehensive income
-
129,090
129,090
Balance at 31 July 2025
2,964,065
2,085,469
5,049,534
GOLDWAIT LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
22
2,064,576
(4,587,083)
Interest paid
(266)
(53)
Income taxes paid
(47)
(4,026)
Net cash inflow/(outflow) from operating activities
2,064,263
(4,591,162)
Investing activities
Purchase of tangible fixed assets
(15,369)
(97,941)
Proceeds from disposal of investments
1,300,001
2,000,000
Net cash generated from investing activities
1,284,632
1,902,059
Net increase/(decrease) in cash and cash equivalents
3,348,895
(2,689,103)
Cash and cash equivalents at beginning of year
1,269,420
3,961,173
Effect of foreign exchange rates
138,450
(2,650)
Cash and cash equivalents at end of year
4,756,765
1,269,420
GOLDWAIT LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
23
(138,450)
2,650
Net (decrease)/increase in cash and cash equivalents
(138,450)
2,650
Cash and cash equivalents at beginning of year
-
0
-
0
Effect of foreign exchange rates
138,450
(2,650)
Cash and cash equivalents at end of year
-
0
-
0
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 17 -
1
Accounting policies
Company information

Goldwait Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6th Floor King's House, 9-10 Haymarket, London, SW1Y 4BP.

The group consists of Goldwait Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the gains and losses on listed investments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Goldwait Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 July 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover from the provision of education services is recognised when the services has been provided, over the period in which students are studying, when the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity.

Turnover of fee income is stated gross of any expenditure which is not a discount. Scholarships are accounted for gross as expenditure and not deducted from fee income.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings
Over the remaining lease term
Fixtures and fittings
Between 2 and 6 years straight line
Motor vehicles
4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 19 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.9
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 21 -
1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 22 -
1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.16
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Income recognition

Estimation is applied in determining the value and timing of certain income for tuition fees to be recognised in the financial statements. This includes determining the tuition fee income received for courses that have not been fully completed at the balance sheet date.

Specifically income for tuition fees received in advance, for students commencing courses pre year end and continuing courses post year end. The estimation relates to how many students have paid for 2 or 3 terms in advance. The assumption made is undergraduates advanced payments are for 2 terms and post graduate advanced payments are for 3 terms.

In the opinion of the director there are no other significant judgements or areas of estimation uncertainty.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 24 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Provision of tuition fees
8,040,983
11,464,802
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
8,040,983
11,464,802
2025
2024
£
£
Other revenue
Interest income
2,712
10,078
Grants received
93,474
352,860
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
11,537
5,745
Government grants
(93,474)
(352,860)
Depreciation of owned tangible fixed assets
193,185
208,862
Loss on disposal of tangible fixed assets
4,370
33,000
Operating lease charges
582,487
884,065
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,000
9,000
Audit of the financial statements of the company's subsidiaries
25,968
30,163
34,968
39,163
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 25 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Teaching and support
33
56
-
-
Office and administration (incl. directors)
51
68
1
1
Total
84
124
1
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,946,573
4,400,945
-
0
-
0
Social security costs
446,023
471,778
-
-
Pension costs
67,661
73,801
-
0
-
0
4,460,257
4,946,524
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
2,712
10,078
Disclosed on the income statement as follows:
Other interest receivable and similar income
2,712
10,078
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 26 -
8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
240
-
Exchange differences on financing transactions
(138,450)
2,650
Other interest
26
53
Total finance costs
(138,184)
2,703
9
Fair value gain on investments
2025
2024
£
£
Fair value gains on financial instruments
Fair value gains on listed investments
62,043
329,547
10
Taxation
2025
2024
£
£
Current tax
Foreign current tax on profits for the current period
-
0
4,025
Deferred tax
Origination and reversal of timing differences
-
0
738
Total tax charge
-
0
4,763
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
10
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(3,021,014)
(1,025,307)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(755,254)
(256,327)
Tax effect of expenses that are not deductible in determining taxable profit
(5,038)
(78,034)
Other non-reversing timing differences
27
(3,999)
Effect of overseas tax rates
-
0
4,025
Dividend income
(678)
(2,520)
Depreciation added back
48,140
52,069
Capital allowances
(5,484)
(24,725)
Tax losses utilised
73,841
285,480
Tax losses arising
644,446
28,056
Deferred tax liability
-
738
Taxation charge
-
4,763
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 28 -
11
Tangible fixed assets
Group
Land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 August 2024
498,689
1,260,859
50,137
1,809,685
Additions
-
0
15,369
-
0
15,369
Disposals
-
0
(8,852)
-
0
(8,852)
At 31 July 2025
498,689
1,267,376
50,137
1,816,202
Depreciation and impairment
At 1 August 2024
199,416
1,018,512
12,534
1,230,462
Depreciation charged in the year
102,632
78,019
12,534
193,185
Eliminated in respect of disposals
-
0
(4,482)
-
0
(4,482)
At 31 July 2025
302,048
1,092,049
25,068
1,419,165
Carrying amount
At 31 July 2025
196,641
175,327
25,069
397,037
At 31 July 2024
299,273
242,347
37,603
579,223
The company had no tangible fixed assets at 31 July 2025 or 31 July 2024.
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
8,863,960
8,863,960
Listed investments
617,115
1,852,361
-
0
-
0
617,115
1,852,361
8,863,960
8,863,960

Listed investments included above:

Listed investments carrying amount
617,115
1,852,361
-
-
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
12
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Group
Investments other than loans
£
Cost or valuation
At 1 August 2024
1,852,361
Additions
2,712
Valuation changes
62,042
Disposals
(1,300,000)
At 31 July 2025
617,115
Carrying amount
At 31 July 2025
617,115
At 31 July 2024
1,852,361
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 August 2024 and 31 July 2025
8,863,960
Carrying amount
At 31 July 2025
8,863,960
At 31 July 2024
8,863,960
13
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Bloomsbury Institute India Private Limited
India
Ordinary
100.00
Bloomsbury Institute Limited
England & Wales
Ordianry
78.83
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
13
Subsidiaries
(Continued)
- 30 -
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Bloomsbury Institute India Private Limited
32,471
12,053
Bloomsbury Institute Limited
(826,189)
0
(3,162,157)
0

Bloomsbury Institute India Private Limited is a 100% subsidiary of Bloomsbury Institute Limited, making them 100% sub-subsidiary of Goldwait Limited.

All the above subsidiaries are included in these consolidated financial statements,

14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,542,937
346,719
-
0
-
0
Other debtors
18,078
126,940
-
0
-
0
Prepayments and accrued income
238,929
951,493
-
0
-
0
3,799,944
1,425,152
-
-
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
4,030,044
688,209
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
18,360
9,000
Other taxation and social security
232,808
147,225
-
-
Deferred income
4,877,141
535,215
-
0
-
0
Other creditors
3,787,175
3,925,516
3,787,066
3,925,516
Accruals
1,252,863
1,418,100
9,000
9,000
14,180,031
6,714,265
3,814,426
3,943,516
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 31 -
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Tax losses
46
93
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 August 2024
93
-
Credit to profit or loss
(47)
-
Liability at 31 July 2025
46
-
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
67,661
73,801

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

18
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,964,065
2,964,065
2,964,065
2,964,065
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 32 -
19
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
1,002,478
1,166,319
-
-
Between two and five years
3,360,181
3,887,010
-
-
In over five years
860,396
1,654,608
-
-
5,223,055
6,707,937
-
-
20
Directors' transactions

An interest free loan has been granted to the group by its director as follows:

Description
% Rate
Opening balance
Closing balance
£
£
M C Barnard - loan
-
32,916
32,916
32,916
32,916
21
Controlling party

The ultimate controlling party is M C Barnard, the director and shareholder.

GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 33 -
22
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Loss for the year after tax
(3,021,014)
(1,030,070)
Adjustments for:
Taxation charged
-
0
4,763
Finance costs
(138,184)
2,703
Investment income
(2,712)
(10,078)
Loss on disposal of tangible fixed assets
4,370
33,000
Depreciation and impairment of tangible fixed assets
193,185
208,862
Other gains and losses
(62,043)
(329,547)
Movements in working capital:
(Increase)/decrease in debtors
(2,374,792)
1,944,719
Increase/(decrease) in creditors
3,123,840
(1,117,376)
Increase/(decrease) in deferred income
4,341,926
(4,294,059)
Cash generated from/(absorbed by) operations
2,064,576
(4,587,083)
23
Cash (absorbed by)/generated from operations - company
2025
2024
£
£
Profit/(loss) for the year after tax
129,090
(11,650)
Adjustments for:
Finance costs
(138,450)
2,650
Movements in working capital:
(Decrease)/increase in creditors
(129,090)
11,650
Cash (absorbed by)/generated from operations
(138,450)
2,650
GOLDWAIT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 34 -
24
Analysis of changes in net debt - group
2025
£
Opening net funds
Cash and cash equivalents
1,269,420
Changes in net debt arising from:
Cash flows of the entity
3,348,895
Changes in market value and exchange rates
138,450
Closing net funds as analysed below
4,756,765
Closing net funds
Cash and cash equivalents
4,756,765
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