REGISTERED NUMBER: 01550681 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR

INSPIRED LEARNING GROUP (UK) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Statement of Cash Flows

14

Notes to the Financial Statements

16

DIRECTORS:

A Mehta

Mrs H Lukha

REGISTERED OFFICE:

Georgian House

Park Lane

Stanmore

Middlesex

HA7 3HD

REGISTERED NUMBER:

01550681 (England and Wales)

AUDITORS:

Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

The directors present their strategic report for the year ended 31 August 2024.

PRINCIPAL ACTIVITY

Inspired learning Group (UK) Limited is the parent company of:

Essendene Lodge School Limited

The Study School Limited

Danesfield Manor School Limited

St Christopher's School (Private) Limited

Buxlow Preparatory School Limited

The principal activities are :

- Primary Education - Primary education to Year 6.

- Early Years Foundation Stage - Covering the learning, development and care of children from 3 months to 5 years old.

REVIEW OF BUSINESS

The ILG family of Independent schools and nurseries deliver a rich education, combining passion and innovation to develop and inspire children in a nurturing environment for a vibrant future. We have invested in teachers, IT and infrastructure to create a forward-thinking environment that puts the pupils front and centre in small classes.

Our aim and ethos are to deliver inspired learning, designed to nurture each and every child's talent and help them achieve their full potential. All our preparatory schools are single form entry with capped class sizes of no more than 16 to ensure they are the destination of choice for families who seek engaging, co-educational and friendly learning environments with a holistic approach for every single child.

The Group continues to see strong growth, both organic and by acquisitions. During the year, the company acquired Danesfield Manor School Limited and transferred its interests in Westbury House School Limited and Grange Park Preparatory School Limited to Inspired Learning Group (London)(2) Limited, a related company.

The Group continues to develop it's management capability across the board. All our schools and Nurseries are awarded good or above by Ofsted and ISI.

FINANCIAL PERFORMANCE AND KEY PERFORMANCE INDICATORS

The results for the period and financial position of the company are as shown below in the annexed financial statements. The company`s key financial highlights are as follows:

Key Financial Indicators

Year to 31 August 2024

Year to 31 August 2023

Variance 2024 vs 2023

Turnover

4,821,882

4,764,809

1%

Cost of Sales

3,190,028

3,086,460

3%

Gross Profit

1,631,854

1,678,349

(3%)

Gross Profit %

34%

35%

(4%)

Administrative Expenses

1,311,513

1,384,443

(5%)

Profit for the financial year

1,587,190

118,035

1,245%

REVIEW OF ENVIRONMENTAL FACTORS

Current economic uncertainty and increase in interest rates continue to affect our business.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the business is around continued recruitment of new students, which is influenced by demography and the economy. The continued increase in inflation and interest rates creates uncertainty and we are monitoring and taking steps to mitigate those risks.

FUTURE DEVELOPMENT

The Group continues to seek and develop expansion opportunities across all its academic activities in the UK.

EQUAL OPPORTUNITIES

Inspired Learning Group is committed to ensuring that applicants and employees from all sections of the community are treated equally and not discriminated against on the grounds of gender, colour, race, nationality, marital or civil partnership status, religion or belief, sexual orientation, disability or age.

This form assists us in monitoring who is applying for employment with us, our adherence to equal opportunities best practice and our progress towards identifying any barriers to diversity among our workforces. These objectives comply with the requirements of the Equality Act 2010.

ON BEHALF OF THE BOARD:

A Mehta - Director

21 May 2026

The directors present their report with the financial statements of the company for the year ended 31 August 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 August 2024 will be £ 10,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report.

A Mehta

Mrs H Lukha

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Innovi Advisors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Mehta - Director

21 May 2026

Opinion

We have audited the financial statements of Inspired Learning Group (UK) Limited (the 'company') for the year ended 31 August 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 key laws and regulations we have considered in this context included the Companies Act 2006, pension and tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Using our general commercial and sector experience and through discussions with the directors and management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management's own assessment of the risks that irregularities may occur either as a result of fraud or error.

- We examined the company's regulatory and legal correspondence and discussed with the directors and management any known or suspected instances of fraud or non-compliance with laws and regulations.

- We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

- In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

There are inherent limitations in the audit procedures described above 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 would become aware of it.

Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Sheetal Shah FCCA (Senior Statutory Auditor)

for and on behalf of Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

21 May 2026

TURNOVER

4,821,882

4,764,809

Cost of sales

3,190,028

3,086,460

GROSS PROFIT

1,631,854

1,678,349

Administrative expenses

1,311,513

1,384,443

320,341

293,906

Other operating income

393,570

240,000

OPERATING PROFIT

4

713,911

533,906

Profit on sale of investments

5

1,470,073

-

2,183,984

533,906

Income from shares in group undertakings

475,000

350,000

2,658,984

883,906

Interest payable and similar expenses

6

618,825

483,360

PROFIT BEFORE TAXATION

2,040,159

400,546

Tax on profit

7

452,969

282,511

PROFIT FOR THE FINANCIAL YEAR

1,587,190

118,035

PROFIT FOR THE YEAR

1,587,190

118,035

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,587,190

118,035

FIXED ASSETS

Intangible assets

9

531,755

481,658

Tangible assets

10

8,724,467

8,413,436

Investments

11

1,972,595

2,290,924

11,228,817

11,186,018

CURRENT ASSETS

Debtors

12

3,336,946

3,442,755

Cash at bank and in hand

481,564

401,105

3,818,510

3,843,860

CREDITORS

Amounts falling due within one year

13

2,753,771

3,800,240

NET CURRENT ASSETS

1,064,739

43,620

TOTAL ASSETS LESS CURRENT LIABILITIES

12,293,556

11,229,638

CREDITORS

Amounts falling due after more than one year

14

(5,109,911

)

(5,957,432

)

PROVISIONS FOR LIABILITIES

17

(1,470,744

)

(1,136,495

)

NET ASSETS

5,712,901

4,135,711

CAPITAL AND RESERVES

Called up share capital

18

1,100

1,100

Non-distributable reserve

3,642,084

3,642,084

Retained earnings

2,069,717

492,527

SHAREHOLDERS' FUNDS

5,712,901

4,135,711

The financial statements were approved by the Board of Directors and authorised for issue on 21 May 2026 and were signed on its behalf by:

A Mehta - Director

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2022

1,100

374,492

3,642,084

4,017,676

Changes in equity

Total comprehensive income

-

118,035

-

118,035

Balance at 31 August 2023

1,100

492,527

3,642,084

4,135,711

Changes in equity

Dividends

-

(10,000

)

-

(10,000

)

Total comprehensive income

-

1,587,190

-

1,587,190

Balance at 31 August 2024

1,100

2,069,717

3,642,084

5,712,901

Cash flows from operating activities

Cash generated from operations

1

737,552

1,182,051

Interest paid

(618,825

)

(483,360

)

Net cash from operating activities

118,727

698,691

Cash flows from investing activities

Purchase of intangible fixed assets

(97,297

)

(25,371

)

Purchase of tangible fixed assets

(19,010

)

(258,365

)

Sale of fixed asset investments

1,271,038

-

Dividends received

475,000

350,000

Net cash from investing activities

1,629,731

66,264

Cash flows from financing activities

Repayments of debt

(6,762,134

)

(414,486

)

New debt in the year

5,260,879

-

Lease obligations

(166,744

)

(39,230

)

Net cash from financing activities

(1,667,999

)

(453,716

)

Increase in cash and cash equivalents

80,459

311,239

Cash and cash equivalents at beginning of year

2

401,105

89,866

Cash and cash equivalents at end of year

2

481,564

401,105

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

2,040,159

400,546

Depreciation charges

329,983

345,649

Gain on disposal of investments

(1,470,073

)

-

Finance costs

618,825

483,360

Finance income

(475,000

)

(350,000

)

1,043,894

879,555

Decrease in trade and other debtors

623,272

25,809

(Decrease)/increase in trade and other creditors

(929,614

)

276,687

Cash generated from operations

737,552

1,182,051

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

481,564

401,105

Year ended 31 August 2023

31.8.23

1.9.22

£

£

Cash and cash equivalents

401,105

89,866

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.9.23

Cash flow

changes

At 31.8.24

£

£

£

£

Net cash

Cash at bank

and in hand

401,105

80,459

481,564

401,105

80,459

481,564

Debt

Finance leases

(110,638

)

166,744

(574,804

)

(518,698

)

Debts falling due

within 1 year

(873,926

)

345,856

-

(528,070

)

Debts falling due

after 1 year

(5,888,209

)

1,155,400

-

(4,732,809

)

(6,872,773

)

1,668,000

(574,804

)

(5,779,577

)

Total

(6,471,668

)

1,748,459

(574,804

)

(5,298,013

)

1.	STATUTORY INFORMATION

Inspired Learning Group (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Preparation of consolidated financial statements

The financial statements contain information about Inspired Learning Group (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Oakseal Ltd., Georgian House, Park Lane, Stanmore, Middlesex, England, HA7 3HD.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Going concern

As part of the directors' assessment of going concern, they have prepared detailed cash flow and profit and loss forecasts for the next 12 months. The forecasts have been prepared on an appropriate basis, taking into account the current economic conditions that exist.

After making appropriate enquires, the directors have a reasonable expectation that the company has adequate resources to enable it to continue in operational existence for the foreseeable future. They believe it is appropriate to prepare the accounts on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill is measured at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation is charged so as to allocate the cost of goodwill less its residual values over its estimated useful life, using the straight-line method. The Goodwill is amortised over the following useful economic lives:

Goodwill

- 20 years

Taking into consideration market conditions, the directors have revised their opinion on the estimated useful economic life of goodwill from 10 years to 20 years. They have undertaken an impairment review and are satisfied that this revised adjustment in the life of goodwill is appropriate.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following basis:

Buildings

- 1% per annum

Plant & machinery

- 10% reducing balance

Fixtures and fittings

- 10% reducing balance

Computer equipment

- 20% reducing balance

At each statement of financial position date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

It is the company's policy to keep the freehold buildings in a good state of repair. The condition of buildings are constantly monitored and repairs are undertaken to ensure that the properties do not fall into a state of disrepair.The estimated depreciation charge on buildings is 1% per annum. As such, this charge is only accounted for, if and when the amount becomes material to the financial statements. The directors are satisfied that this treatment is appropriate for the financial statements.

REVALUATION OF TANGIBLE FIXED ASSETS

Fixed Assets are recognised initially at cost and subsequently at market value based on the amount at which the asset could be exchanged between knowledgeable parties at arm's-length. Land is not depreciated. Properties are revalued according to market conditions at the year-end. Unrealised gains and losses on revaluation is only realised on disposal of the asset.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Trade and other debtors

Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities.

TRADE AND OTHER CREDITORS

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,417,411

2,445,979

Social security costs

385,599

181,540

Other pension costs

80,108

31,245

2,883,118

2,658,764

The average number of employees during the year was as follows:

2024

2023

Head Office

32

32

Schools and Nurseries

106

80

138

112

2024

2023

£

£

Directors' remuneration

70,837

60,000