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Registered number: 10794967
NACE INTERNATIONAL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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NACE INTERNATIONAL LIMITED
COMPANY INFORMATION
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Evelyn Wei Lin NG (appointed 4 July 2025)
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NACE INTERNATIONAL LIMITED
CONTENTS
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Independent auditors' report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Detailed profit and loss account and summaries
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NACE INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
NACE International Limited (the “Company”) is the immediate parent company within the Globeducate Group and exists to provide strategic direction, governance and financial stewardship to its subsidiary undertakings. The Company does not trade in its own right; instead, its purpose is to support the long term development of the Group’s UK education activities by holding investments, overseeing performance and ensuring that the Group’s governance framework remains robust and aligned with its strategic objectives.
The Company’s performance is inherently linked to that of its subsidiaries, which operate private schools across the UK and Europe. During the year, these schools continued to deliver strong academic outcomes and maintained healthy enrolment levels despite a challenging and evolving operating environment. A significant development for the sector was the introduction of VAT at the standard rate on UK private school fees from 1 January 2025, following the removal of the long standing VAT exemption for independent education. Schools across the sector, including those within the Group, have had to absorb the impact of this change while maintaining affordability for families and preserving the quality of educational provision. This shift has required careful financial planning, cost management and strategic communication with parents.
The resilience shown by the subsidiaries in adapting to these changes underpins the stability of the Company’s investment portfolio and reinforces the Group’s position within the independent education sector. As a holding entity, the Company incurred only administrative and governance related costs. Its financial position remains stable, supported by the continued performance of its subsidiaries and the wider Globeducate Group. No structural changes or significant transactions took place during the year and the Company continued to focus on providing oversight, ensuring compliance and supporting the strategic priorities of the Group.
Principal risks and uncertainties
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Although the Company has limited operational exposure, its financial health is influenced by the performance of its subsidiaries. The introduction of VAT on UK school fees represents a structural shift in the cost base of independent schools and has increased financial pressure on families. This change, combined with broader economic conditions and demographic trends, has the potential to influence enrolment patterns and the financial performance of the sector. The Company monitors these developments closely through regular reporting and engagement with subsidiary leadership teams to ensure that risks are identified early and managed appropriately.
Liquidity remains an important consideration, even for a non trading entity. The Company manages this through careful forecasting and the availability of support from the wider Group. Compliance with UK company law and reporting requirements continues to be a core responsibility, supported by established governance processes and professional advice. The directors consider these risks to be well managed and do not believe they threaten the Company’s ability to continue as a going concern.
Other key performance indicators
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Given the Company’s role as a holding entity, traditional trading KPIs such as revenue and operating profit are not applicable. Instead, the directors monitor the performance of its subsidiaries
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NACE INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
Looking ahead, the Company expects to continue operating as a non trading holding entity, with its focus on strategic oversight and governance. The introduction of VAT on UK school fees marks a significant change for the independent education sector and the Company anticipates that schools will continue to refine their financial and operational strategies in response. Despite these pressures, demand for high quality private education remains resilient, and the directors believe the Group is well positioned to navigate the evolving landscape. The Company will continue to support its subsidiaries in maintaining high educational standards, strengthening their market position and adapting to sector developments.
The directors remain confident in the long term prospects of the Company and its subsidiaries and will continue to ensure that governance, financial oversight and strategic alignment remain at the centre of its activities.
This report was approved by the board on 12 May 2026 and signed on its behalf.
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NACE INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors present their report and the financial statements for the year ended 31 August 2025.
The Company’s principal activity during the year continued to be that of a holding company. It holds investments in subsidiary undertakings operating private schools within the UK and European education sector. The Company does not undertake trading activities of its own and exists primarily to provide strategic oversight, governance and financial stewardship to its subsidiaries.
The loss for the year, after taxation, amounted to £4,557,265 (2024 - loss £2,055,358).
During the financial year, an interim dividend of £nil was paid (2024 - £nil).
Between the reporting date and the date these financial statements were approved by the Board, no events occurred that require adjustment to or disclosure in these financial statements
The directors who served during the year were:
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Evelyn Wei Lin NG (appointed 4 July 2025)
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The directors and the secretary had no interest in the share capital of the Company for the year ended 31 August 2025, nor for the prior periods.
The directors have assessed the Company’s ability to continue as a going concern and have concluded that it is appropriate to prepare the financial statements on a going concern basis. In making this assessment, the directors have considered the Company’s financial position, forecast cash flows and the continued availability of financial support from the wider Group. Further details of the directors’ going concern assessment, including the key assumptions and sources of support, are set out in note 5.2 to the financial statements.
The Company is a private company limited by shares and is incorporated and domiciled in England. The principal place of business is shown on the company information page.
Principal risks and uncertainties
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The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes as disclosed in note 18.
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NACE INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
The Company has granted the directors with qualifying third-party indemnity provisions within the meaning given to the term by sections 234 and 235 of the Companies Act 2006. This is in respect of liabilities to which they may become liable in their capacity as directors of the company. Such indemnities were in force throughout the financial year and will remain in force at the date of this report.
Substantial shareholdings
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As at the date of this report, the company did not receive any notifications under Chapter 5 of the Disclosure Guidance and Transparency Rules.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, Directors' report and the financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
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 the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The objectives of the Company are to manage the Company's financial risk, secure cost-effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.
The Company finances its activities with a combination of intercompany loan arrangements and shareholders' equity. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the Company's operating activities. The Company does not trade in financial instruments and has no other form of derivatives.
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NACE INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, Feltons Chartered Accountants, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 12 May 2026 and signed on its behalf.
Evelyn Wei Lin NG
Director
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NACE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NACE INTERNATIONAL LIMITED
We have audited the financial statements of NACE International Limited for the year ended 31 August 2025 which comprise the Statement of profit or loss and other comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 16 - 22. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 United Kingdom, including the Financial Reporting Council'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
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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.
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NACE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NACE INTERNATIONAL LIMITED (CONTINUED)
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' report thereon. The directors are 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the 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 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 Directors' report.
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, 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 directors' responsibilities statement on page 46, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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NACE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NACE INTERNATIONAL LIMITED (CONTINUED)
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 an auditors' 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. 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 assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
* We obtained an understanding of laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussion with management and those charged with governance, including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.
* We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. We remained alert to any indications of non-compliance throughout the audit. regulations.
* We addressed the risk of fraud through management override by reviewing the appropriateness of a sample of journal entries and other adjustments; assessing whether the judgements made in making key accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business that we come across throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 auditors' report.
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NACE INTERNATIONAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NACE INTERNATIONAL LIMITED (CONTINUED)
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 auditors' 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.
Robert Carter (Senior statutory auditor)
for and on behalf of
Feltons Chartered Accountants
Chartered Accountants
& Statutory Auditors
1 The Green
Richmond
Surrey
United Kingdom
TW9 1PL
26 May 2026
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NACE INTERNATIONAL LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
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Total comprehensive income
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The notes on pages 16 to 33 form part of these financial statements.
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There were no components of 'other comprehensive income' which are required to be separately disclosed during the current and prior period.
All the amounts above are in respect of continuing operations.
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NACE INTERNATIONAL LIMITED
REGISTERED NUMBER: 10794967
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025
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Other non-current investments
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Trade and other receivables
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Trade and other liabilities
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NACE INTERNATIONAL LIMITED
REGISTERED NUMBER: 10794967
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2025
Issued capital and reserves
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The financial statements on pages 10 to 33 were approved and authorised for issue by the board of directors on 12 May 2026 and were signed on its behalf by:
The notes on pages 16 to 33 form part of these financial statements.
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NACE INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 16 to 33 form part of these financial statements.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
NACE International Limited (the 'Company') is a private company limited by shares incorporated in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The Company's registered office is at 1 The Green, Richmond, Surrey, United Kingdom, TW9 1PL.
The Company's principal activity is that of a holding entity that was established to raise funding through the issuance of share capital, share premium, and borrowings to finance its holding activities.
The Company is directly owned by Nace France, S.A.S (France), a company registered in France. Nace France, S.A.S (France) is ultimately owned by PN VII Holdco S.à r.l. (Société à responsabilité limitée), a publicly limited company registered in Luxembourg. The Company owns 100% of the share capital of various subsidiaries incorporated in the United Kingdom, Andorra and Italy. The names and addresses of these subsidiaries are listed in Note 11.
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Functional and presentation currency
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These financial statements are presented in pound sterling ("£"), which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 12 May 2026.
Details of the Company's accounting policies, including changes during the year, are included in note 5.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 4.
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
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Non-current financial assets and liabilities
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3.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 September 2024
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No new Standards and Interpretations became effective in the current year that had a material impact on the company.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
3.Basis of preparation (continued)
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New standards, interpretations and amendments not yet effective
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The Company has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the company’s accounting periods beginning on or after 1 September 2025 or later periods which are unlikely to have a material impact on the Company:
*IFRS 18 Presentation and Disclosure in Financial Statement (Effective 1 January 2027)
*Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (Effective 1 January 2027)
*Lack of Exchangeability (Amendments to IAS 21) (Effective 1 January 2025)
There are no other IFRSs or IFRIC interpretations that are effective for the first time for the financial period that would be expected to have a material impact on the Company.
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Critical accounting judgements and key sources of estimation uncertainty
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The preparation of financial statements in conformity with IFRSs as adopted by the UK requires the use of accounting estimates and exercise of judgement by the Directors while applying the Company’s accounting policies. These estimates are based on the Directors’ best knowledge of the events, which existed at the financial position date; however, the actual results may differ from these estimates. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
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4.1 Critical judgments in applying the Company’s accounting policies
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The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in these financial statements
Impairment of investment in subsidiaries
The Company has assessed impairment indicators for its investments in subsidiaries in accordance with IAS 36. Where required, recoverable amounts were determined using value in use based on discounted cash flow forecasts over five years with a terminal value. Key assumptions include discount rates, long-term growth and forecasts of student numbers, pricing and operating margins.
The assessment confirms that recoverable amounts exceed carrying values and no impairment has been recognised. While sensitive to discount rates and forecast performance, reasonably possible changes would not result in impairment for material investments. The assumptions applied involve significant judgement but are considered reasonable by the directors.
The carrying amount of investment in subsidiaries at the balance sheet date was £31,289,187 (2024: £31,289,187), with no impairment losses recognised in the current year (2024: £nil).
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
4.Critical accounting judgements and key sources of estimation uncertainty (continued)
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4.1 Critical judgments in applying the Company’s accounting policies (continued)
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Income taxes and deferred taxes
During normal operation of the business, many transactions and calculations take place, for which the accurate calculation is uncertain. In the case that the final taxes after audit are different from the amounts initially posted, these differences will affect income tax and provisions for deferred tax during the year when the determination of tax differences took place.
5.Accounting policies
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Exemption from preparing consolidated financial statements
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The Company has availed itself an exemption in accordance with IFRS 10.4 and with section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The Company prepares separate financial statements under IAS 27. The required disclosures under this standard have been made within these financial statements.
PN VII Holdco S.a r.l., ("the ultimate party"), a public limited company registered in Luxembourg produces consolidated financial statements under International Financial Reporting Standards ("IFRSs") which are available for public use at their registered address of: 11, Avenue Emile Reuter, L-2420 Luxembourg.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consequently, the financial statements contain information about Nace International Limited as an individual company and do not contain consolidated financial information as the parent of a group, since it meets all the following conditions under IFRS 10.4:
∙it is a wholly owned subsidiary, and all its other owners, including those not otherwise entitled to vote, have been informed about, and do not object to, the parent not presenting consolidated financial statements;
∙its debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets)
∙it did not file, nor is it in the process of filing, its financial statements with a securities commission or other regulatory organisation for the purpose of issuing any class of instruments in a public market; and
∙its ultimate parent produces financial statements that are available for public use and comply with IFRSs, in which subsidiaries are consolidated or are measured at fair value through profit or loss in accordance with this IFRS.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. As at 31 August 2025, the Company had net liabilities of £11.6 million and was dependent on continued financial support from the wider Globeducate Group to meet its obligations as they fall due. In assessing the appropriateness of the going concern basis, the directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements, which indicate that the Company will require ongoing financial support to continue its operations.
The directors have received a letter of support from PN VII Holdco S.à r.l., the Company’s ultimate parent undertaking, confirming that it has the financial ability and intention to provide sufficient financial support to enable the Company to meet its liabilities as they fall due for a period of at least eighteen months from the date of approval of the Company’s financial statements for the year ended 31 August 2025. This support may take the form of the provision of additional financing and the deferral of repayment of existing intragroup balances where necessary.
Based on the forecast information, the terms of the existing intragroup financing arrangements and the confirmed support from the ultimate parent undertaking, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Expenses are recognised in the Statement of Profit or Loss and Other Comprehensive Income in the period in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.
Borrowing costs comprise interest and other costs incurred by the Company in connection with the borrowing of funds. All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Finance income and costs comprise interest income and interest expense arising from the Company’s financing arrangements and are recognised in profit or loss using the effective interest rate method.
Operating loss is stated after charging administrative expenses but before finance costs and other income.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in profit and loss within ‘Finance income’ or ‘Finance costs’.
Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.
Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the date of the statement of financial position
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date, whereas the deferred tax assets will be recognised to the extent that they do not exceed the deferred tax liability.
Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
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Investment in subsidiaries
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The Company’s investments in shares in subsidiary companies are stated at cost less provision for impairment. Any impairment is charged to the Company’s Income Statement as it arises.
An investment is deemed to be impaired when it has been determined that its carrying value will not be recovered either through actual cash flows or operating profit generation, or through selling it. If circumstances arise that indicate that investments might be impaired, the recoverable amount of the investment is estimated. The recoverable amount is the higher of the entity’s ‘fair value less costs of disposal’ or its ‘value in use’. To the extent that the carrying value exceeds the recoverable amount, the investment is impaired to its recoverable amount.
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Cash and cash equivalents
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The Company does not operate a bank account in its own name and did not hold any cash or cash equivalents at the beginning or end of the financial year. All funding and settlement activity is managed centrally through intragroup current accounts as part of the wider Group’s treasury arrangements.
As the Company does not hold cash or cash equivalents, a statement of cash flows has not been included in these financial statements.
Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event for which it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are recognised as the present value of the expenditures expected to be required to settle the obligation. No provision is recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligation as a whole. A provision may be recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. The Company’s financial instruments primarily comprise amounts owed by group undertakings, trade and other payables, and intragroup loans and borrowings.
Financial assets are initially recognised at fair value and subsequently measured at amortised cost, as they are held for the collection of contractual cash flows that represent solely payments of principal and interest. Financial liabilities are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.
Transaction costs that are directly attributable to the acquisition or issue of financial instruments measured at amortised cost are included in the initial measurement of those instruments. The Company does not hold financial instruments measured at fair value through profit or loss or other comprehensive income.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
Financial assets are recognised on their trade date when the Company becomes party to the contractual provisions of the instrument.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
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Classification and measurement
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The effective interest method is a method for calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period.
Assets that are held for the collection of contractual cash flows where those cash flows represent solely payment of principal and interest ("SPPI") and that are not designated at FVPL, are measured at amortised cost. The carrying amount of these assets is adjusted by any expected credit loss allowance recognised and measured as described in Note 4. Interest income from these financial assets is included in ‘Finance income’ using the effective interest rate method.
Non-current financial assets at amortised cost have been classified under this category.
The Company reclassifies debt investments only when its business model for managing those assets changes. The reclassification takes place from the start of the first reporting period following the changes. Such changes are expected to be very infrequent, and none have occurred during the period.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
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Financial assets (continued)
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Impairment of financial assets
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For financial assets held at amortised cost, IFRS 9 requires the Company’s financial assets to be subject to a forward-looking expected credit loss model (“ECL”). The Company’s financial assets primarily comprise amounts owed by group undertakings, which are unsecured, repayable on demand and form part of the Group’s overall cash management arrangements.
The expected credit loss assessment is therefore based on the credit risk of the relevant group counterparties, taking into account their financial position, historical settlement experience, forecast cash flows and the demonstrated ability and intention of the wider Group to provide financial support where required. Given the ongoing support from the Company’s parent and ultimate parent undertakings, management has determined that the credit risk associated with these balances is low and that no material expected credit losses are required to be recognised at the reporting date.
Expected credit losses are reviewed at each reporting date and recognised in the Statement of Profit or Loss and Other Comprehensive Income where appropriate
Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of the debtor. Impaired debts are derecognised when they are assessed as uncollectible.
All impairment losses are recognised in the Statement of Profit or Loss and Other Comprehensive Income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. Details of the key assumptions and inputs used are disclosed in Note 4.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company’s statement of financial position) when:
∙The rights to receive cash flows from the asset have expired; or
∙The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
5.Accounting policies (continued)
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(i) Initial recognition and measurement
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Financial liabilities are classified, at initial recognition, as trade and other payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of trade and other payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables and loans and borrowings.
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(ii) Subsequent measurement
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The measurement of financial liabilities depends on their classification, as described below:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
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(iv) Offsetting of financial instruments
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Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Share capital consists of ordinary shares, which are classified as equity when there is no obligation to transfer cash or other assets.
The consideration received above the nominal value of the Ordinary shares is classified as share premium.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
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Employee benefit expenses
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The average monthly number of individuals employed by the Company during the year, including executive directors, was as follows:
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The Directors' remuneration for the current and prior year was borne by other affiliate companies. No recharge was made to the Company for the services of the Directors during the current and prior year, as it is not possible to make an accurate apportionment of emoluments in respect of services to the Company.
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Finance income and expense
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Recognised in profit or loss
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Other loan interest payable
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Interest payable on loans relates to loans totaling £26,678,741 (2024: £23,743,064) provided by Nuevo Agora Centro de Estudios, a loan of S.L, £12,682,220 (2024: £11,237,095) provided by Nace France SAS and a loan of £433,400 provided by Strategic Education Group S.p.A to mainly finance new acquisitions. The interest payable on these loans is disclosed in note 15.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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10.1 Income tax recognised in profit or loss
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
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Tax using the Company's domestic tax rate of 25% (2024:25%)
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Non-recognised deferred tax assets
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No deferred tax assets have been recognised for the carry-forward of unused tax losses and deductible temporary differences as management do not believe that it is probable that future taxable profit will be available against unused tax losses and deductible temporary differences.
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Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
The Company is part of an international group and has considered the OECD Pillar Two global minimum tax rules; no impact has been recognised in these financial statements.
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Other non-current investments
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Investments in subsidiary companies
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The loan is to Strategic Education Group S.p.A.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Details of the Company's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
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Proportion of ownership interest and voting power held by the Company (%)
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1) International Community Schools Limited
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3) Strategic Education Group S.p.A.
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1) International Community Schools Limited
The registered office of this subsidiary is 7b Wyndham Place, London, England, W1H 1PN.
2) NACE Andorra S.L.U
The registered office of this subsidiary is Poliesportiu Aldosa, S/N, Aldosa – La Massana, Parish of La Massana, Andorra.
3) Strategic Education Group S.p.A.
The registered office of this subsidiary is Via Guglielmo Pecori Giraldi 137 Rome (RM), Italy.
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Aggregate of capital and reserves
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1) International Community Schools Limited
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3) Strategic Education Group S.p.A.
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Trade and other receivables
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Amounts owed by group undertakings
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The Directors consider that the carrying amounts of other receivables approximate to their fair value. Amounts owed by group undertakings are unsecured, repayable on demand.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Amounts owed to group undertakings
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Total current trade and other payables
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The Directors consider that the carrying amount of trade and other payables approximates to their fair value. Amounts owed to group undertakings are unsecured, repayable on demand.
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Amounts owed to group undertakings
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Total loans and borrowings
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The Borrowings consist of the following:
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A loan granted by Nuevo Agora Centro de Estudios, S.L. of £6,387,897 (2024: £5,764,341) and accrued interest of £411,484 (2024: £434,897). The loan accrued interest at a rate of EUR6M + 3.50% (2024: EUR6M + 3.50%).
A second loan granted by Nuevo Agora Centro de Estudios, S.L. of £20,290,844 (2024: £17,978,723) and accrued interest of £1,759,656 (2024: £1,712,853). The loan accrued interest at a rate of EUR6M + 5.50% + 0.20% Margin (2024: EUR6M + 5.25% + 0.20% Margin).
A loan granted by Nace France SAS of £12,682,220 (2024: £11,237,095) and accrued interest of £1,099,823 (2024: £1,070,570). The loan accrued interest at a rates of EUR6M + 5.50% + 0.20% Margin (2024: EUR6M + 5.25% +0.20% Margin).
A loan granted by Strategic Education Group S.p.A of £433,400 (2024: £Nil) and accrued interest of £25,025 (2024: £Nil). The loan accrued interest at a rate of EUR6M + 5.50% + 0.20% Margin.
The above loans are not repayable on demand and are contractually repayable in full on 1 July 2030, with no requirement to settle within 12 months.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Provisions consisted of an estimated earn-out pertaining to additional investments made in 2019.
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Ordinary A shares of £1.00 each
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Ordinary B shares of £1.00 each
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Ordinary A shares of £1.00 each
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At 1 September and 31 August
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
17.Share capital (continued)
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Ordinary B shares of £1.00 each
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At 1 September and 31 August
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The Company has two ordinary classes of shares, which carry no right to fixed income.
The capital of the Company is represented by the net assets attributable to the shareholders. The Company’s objective when managing the capital is to safeguard the ability to continue as a going concern to provide returns for shareholders and benefits for other stakeholders and to maintain a strong capital base to support the development of the investment activities of the Company.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
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NACE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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Financial instruments - fair values and risk management
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18.1 Financial risk management objectives
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The Company’s activities expose it to a variety of financial risks: market, interest rate risk, credit risk, foreign currency risk and liquidity risk.
Risk management is carried out by applying policies approved by the Board of Directors of the Company. The Board of Directors of the Company provided principles for overall risk management as well as policies covering specific areas such as interest rate risks, credit risk and investment of excess liquidity.
Market risk is the risk that changes in market variables will affect the Company’s income or the value of its financial instruments. The Company’s exposure to market risk is limited to movements in foreign exchange rates and interest rates arising from intragroup financing arrangements.
The Company does not have exposure to equity price risk or other market price risk, as it does not hold investments that are traded in active markets. The Company’s exposure to foreign exchange risk is described further in note 18.3, and its exposure to interest rate risk is described in note 18.5.
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18.3 Foreign currency risk
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Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk primarily in respect of intragroup loans and borrowings, and the related interest flows, which are denominated in euros.
The Company does not undertake external foreign currency transactions and does not use derivative financial instruments to hedge its foreign exchange exposure. Foreign exchange risk arising from intragroup financing arrangements is managed within the wider Group. The directors consider that, based on the nature of the intragroup balances and the availability of Group support, the Company’s exposure to foreign currency risk is not significant.
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18.4 Credit risk management
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The Company is exposed to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the total carrying amount of the financial assets as set out in the statement of financial position.
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