REGISTERED NUMBER: 08825154 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR

OAKSEAL LTD.

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

18

DIRECTOR:

A Mehta

REGISTERED OFFICE:

Georgian House

Park Lane

Stanmore

Middlesex

HA7 3HD

REGISTERED NUMBER:

08825154 (England and Wales)

AUDITORS:

Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

The director presents his strategic report of the company and the group for the year ended 31 August 2024.

PRINCIPAL ACTIVITY

Oakseal Ltd. is the ultimate holding company of the following companies:

- Inspired Learning Group (UK) Limited

- St. Christopher's School (Private) Limited

- Buxlow Preparatory School Limited

- The Study School Limited

- Essendene Lodge School Limited

- Danesfield Manor 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 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 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. All our schools and Nurseries are awarded good or above by Ofsted and ISI.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a range of financial and commercial risks. The principal risk facing the business is the continued enrolment of new students. The group manages its exposure to this risk by investing and allocating more resources to communications and customer relationships.

The group faces risks relating to the recruitment and retention of staff. This has intensified due to the cost-of-living pressures. The group offers various benefits and competitive remuneration packages to retain and attract high quality staff.

The group is exposed to interest rate risk. This is managed through regular review of the cash flow and trading results.

The group is exposed to regulatory risk. This is managed and monitored by a dedicated team to ensure continued compliance.

FINANCIAL PERFORMANCE AND KEY PERFORMANCE INDICATORS

The consolidated results for the period and financial position of the Group are as shown below in the annexed financial statements. The Group'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

8,989,756

9,563,698

(6%)

Cost of Sales

5,886,442

6,324,060

(7%)

Gross Profit

3,103,314

3,239,638

(4%)

Gross Profit %

35%

34%

-

Administrative Expenses

2,334,607

1,873,257

25%

(Loss)/Profit for the financial year before exceptional items

(96,108)

63,524

(251%)

FUTURE DEVELOPMENT

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

EQUAL OPPORTUNITIES

The 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.

There are procedures in place which assist 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 workforce. These objectives comply with the requirements of the Equality Act 2010.

ON BEHALF OF THE BOARD:

A Mehta - Director

28 May 2026

The director presents his report with the financial statements of the company and the group for the year ended 31 August 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2024.

DIRECTOR

A Mehta held office during the whole of the period from 1 September 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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

28 May 2026

Opinion

We have audited the financial statements of Oakseal Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 August 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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

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

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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

28 May 2026

TURNOVER

8,989,756

9,563,698

Cost of sales

5,886,442

6,324,060

GROSS PROFIT

3,103,314

3,239,638

Administrative expenses

2,334,607

1,873,257

768,707

1,366,381

Other operating income

414,349

240,968

OPERATING PROFIT

4

1,183,056

1,607,349

Exceptional items - Loss on sale of investments

5

277,906

-

905,150

1,607,349

Interest receivable and similar income

9

-

905,159

1,607,349

Interest payable and similar expenses

6

626,373

507,984

PROFIT BEFORE TAXATION

278,786

1,099,365

Tax on profit

7

652,790

1,035,841

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(374,004

)

63,524

(Loss)/profit attributable to:

Owners of the parent

(374,004

)

63,524

(LOSS)/PROFIT FOR THE YEAR

(374,004

)

63,524

OTHER COMPREHENSIVE INCOME

Gain on property revaluations

-

4,096,774

Property revaluation reversal

(4,008,067

)

-

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(4,008,067

)

4,096,774

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(4,382,071

)

4,160,298

Total comprehensive income attributable to:

Owners of the parent

(4,382,071

)

4,160,298

FIXED ASSETS

Intangible assets

9

667,085

327,581

Tangible assets

10

11,160,860

17,644,238

Investments

11

-

-

11,827,945

17,971,819

CURRENT ASSETS

Stocks

12

14,554

-

Debtors

13

3,390,619

4,112,240

Cash at bank and in hand

845,553

907,486

4,250,726

5,019,726

CREDITORS

Amounts falling due within one year

14

4,834,673

5,905,005

NET CURRENT LIABILITIES

(583,947

)

(885,279

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,243,998

17,086,540

CREDITORS

Amounts falling due after more than one year

15

(5,160,792

)

(6,039,788

)

PROVISIONS FOR LIABILITIES

18

(1,604,152

)

(2,185,627

)

NET ASSETS

4,479,054

8,861,125

CAPITAL AND RESERVES

Called up share capital

19

250

250

Non-distributable reserve

20

3,874,923

7,882,990

Retained earnings

20

603,881

977,885

SHAREHOLDERS' FUNDS

4,479,054

8,861,125

The financial statements were approved by the director and authorised for issue on 28 May 2026 and were signed by:

A Mehta - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

818,771

818,771

818,771

818,771

CURRENT ASSETS

Debtors

13

69,121

57,751

Cash at bank

-

1,449

69,121

59,200

CREDITORS

Amounts falling due within one year

14

819,078

819,078

NET CURRENT LIABILITIES

(749,957

)

(759,878

)

TOTAL ASSETS LESS CURRENT LIABILITIES

68,814

58,893

CAPITAL AND RESERVES

Called up share capital

19

250

250

Retained earnings

68,564

58,643

SHAREHOLDERS' FUNDS

68,814

58,893

Company's profit/(loss) for the financial year

9,921

(8,030

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 28 May 2026 and were signed by:

A Mehta - Director

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2022

250

220,228

4,480,349

4,700,827

Changes in equity

Total comprehensive income

-

757,657

3,402,641

4,160,298

Balance at 31 August 2023

250

977,885

7,882,990

8,861,125

Changes in equity

Total comprehensive income

-

(374,004

)

(4,008,067

)

(4,382,071

)

Balance at 31 August 2024

250

603,881

3,874,923

4,479,054

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2022

250

66,673

66,923

Changes in equity

Total comprehensive income

-

(8,030

)

(8,030

)

Balance at 31 August 2023

250

58,643

58,893

Changes in equity

Total comprehensive income

-

9,921

9,921

Balance at 31 August 2024

250

68,564

68,814

Cash flows from operating activities

Cash generated from operations

1

1,187,348

1,659,231

Interest paid

(626,373

)

(507,984

)

Net cash from operating activities

560,975

1,151,247

Cash flows from investing activities

Purchase of intangible fixed assets

(115,253

)

(25,371

)

Purchase of tangible fixed assets

(63,561

)

(323,965

)

Disposal of investments

1,271,038

-

Disposal of subsidiaries

(278,923

)

-

Acquisition of subsidiaries

246,901

-

Interest received

9

-

Net cash from investing activities

1,060,211

(349,336

)

Cash flows from financing activities

Repayments of debt

(6,772,815

)

(435,065

)

New debt in the year

5,260,879

-

Lease obligations

(171,183

)

(44,804

)

Net cash from financing activities

(1,683,119

)

(479,869

)

(Decrease)/increase in cash and cash equivalents

(61,933

)

322,042

Cash and cash equivalents at beginning of year

2

907,486

585,444

Cash and cash equivalents at end of year

2

845,553

907,486

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

2024

2023

£

£

Profit before taxation

278,786

1,099,365

Depreciation charges

515,561

150,745

Loss on sale of investments

277,906

-

Finance costs

626,373

507,984

Finance income

(9

)

-

1,698,617

1,758,094

Increase in stocks

(14,554

)

-

Decrease/(increase) in trade and other debtors

122,127

(94,954

)

Decrease in trade and other creditors

(618,842

)

(3,909

)

Cash generated from operations

1,187,348

1,659,231

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

845,553

907,486

Year ended 31 August 2023

31.8.23

1.9.22

£

£

Cash and cash equivalents

907,486

585,444

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

907,486

(61,933

)

845,553

907,486

(61,933

)

845,553

Debt

Finance leases

(115,077

)

171,183

(574,804

)

(518,698

)

Debts falling due

within 1 year

(894,605

)

325,061

29,167

(540,377

)

Debts falling due

after 1 year

(5,970,565

)

1,186,875

-

(4,783,690

)

(6,980,247

)

1,683,119

(545,637

)

(5,842,765

)

Total

(6,072,761

)

1,621,186

(545,637

)

(4,997,212

)

1.	STATUTORY INFORMATION

Oakseal Ltd. 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 General Information page.

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

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.

Basis of consolidation

The group financial statements consolidate the financial statements of Oakseal Ltd. and all of its subsidiary undertakings made up to 31st August each year. Intercompany transactions and balances between group companies are therefore eliminated in full.

The results of subsidiary undertakings acquired or disposed of during the year are included as part of the results from the date of acquisition or to the date of sale.

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:

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.

Negative goodwill was amortized over 10 years. Taking in to consideration market conditions, the directors have revalued the economic estimated life of negative goodwill. Due to increased confidence and improved profitability, they have revalued this downwards to 6 years. This will result in the negative goodwill being written off earlier.

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.

Computer software is being amortised evenly over its estimated useful life of ten years.