1.
General Information
Aspire UK Holdings Ltd
is a private company, limited by shares, incorporated in England & Wales, registered number
12815624
. The registered office is 95 Mortimer Street, London, London, W1W 7GB.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2.
Basis Of Consolidation
The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 August 2025.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
2.3.
Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
2.4.
Significant judgements and estimations
2.4.
Significant judgements and estimations - continued
Judgements in applying accounting policies
In the application of the group’s accounting policies, management is required to make the following significant judgements:
Revenue recognition
Judgement is applied in determining the timing of recognition of school fee income, including the treatment of discounts and concessions, to ensure income is recognised in the correct accounting period.
Classification of customer payments on account
A subsidiary company receives payments in advance of services being provided. Judgement is required to determine whether such balances are recognised as deferred income or trade creditors.
Key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions concerning the future. The key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Valuation of land and buildings
Land and buildings are carried at valuation. The valuation is based on professional advice and incorporates assumptions relating to market conditions, condition of the properties and their existing use.
These assumptions are inherently subjective and changes in them may result in material adjustments to the carrying value of the properties in future periods.
Recoverability of trade debtors
...CONTINUED
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
The group assesses the recoverability of outstanding balances based on historical payment patterns and knowledge of individual families. Changes in circumstances may impact the level of provision required.
Recognition and cut-off of fee income
A subsidiary company recognises fee income over the academic period. Estimation is required to ensure that income is recognised in the correct accounting period, particularly around the year end where term dates do not align with the financial year.
2.5.
Turnover
Group turnover is recognised to the extent that it is probable that economic benefits will flow to the entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of discounts and VAT. There are 3 main streams of income.
Tuition Fees
Fees are recognised in the term to which the service relates, on an accrual’s basis. Where fees are invoiced in advance of the related academic term, they are deferred and recognised as income in the appropriate period.
Recharges for Goods and Services
Revenue from the supply of goods and services is recognised at the point of delivery or when the risks and rewards of ownership have transferred to the purchaser. This typically coincides with the date of sale or service completion.
Rental Income Included in Other Operating Income
Rental income is recognised on a straight-line basis over the period of the rental agreement.
2.6.
Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.
Goodwill is amortised over its expected useful life which is estimated to be 10 years.
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
2.7.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Freehold |
|
| Plant & Machinery |
|
| Fixtures & Fittings |
|
2.8.
Investments
Investments in equity shares, of a subsidiary, which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
2.9.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.10.
Financial Instruments
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised at the transaction price.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised at the transaction price.
2.11.
Taxation
2.11.
Taxation - continued
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
...CONTINUED
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.12.
Pensions
The group operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme. If contribution payments exceed the contribution due for the service, the excess is recognised as a prepayment.
2.13.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
3.
Turnover
Analysis of turnover by class of business is as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Rendering of services | 3,563,151 | 3,246,280 | |
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
4.
Other Operating Income
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Rental income |
|
|
|
| Other operating income |
|
|
|
| 49,418 | 17,885 | ||
5.
Operating Loss
The operating loss is stated after charging:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bad debts | 41,421 | (9,834) | |
| Depreciation of tangible fixed assets |
|
|
|
6.
Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
7.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
8.
Average Number of Employees
Group
Average number of employees, including directors, during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| Administration and support |
|
|
|
| Other staff |
|
|
|
| Marketing & IT |
|
|
|
| Teachers |
|
|
|
|
|
|
||
Company
Average number of employees, including directors, during the year was: NIL (2024: NIL)
9.
Tax on Profit
The tax (credit)/charge on the loss for the year was as follows:
| Tax Rate | 2025 | 2024 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | 25.0% | 25.0% |
|
|
|
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| £ | £ | ||||
| Profit before tax | (351,477) | (631,316) | |||
| Tax on profit at 25% (UK standard rate) |
|
|
|||
| Total tax charge for the period | - | - | |||
10.
Intangible Assets
Group
Company
| Goodwill | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 September 2024 |
|
||
| As at 31 August 2025 |
|
||
...CONTINUED
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
| Net Book Value | |||
| As at 31 August 2025 |
|
||
| As at 1 September 2024 |
|
||
The company had no intangible fixed assets as at 31 August 2025 or 31 August 2024.
11.
Tangible Assets
Group
Company
| Land & Property | ||||
|---|---|---|---|---|
| Freehold | Plant & Machinery | Fixtures & Fittings | Total | |
| £ | £ | £ | £ | |
| Cost or Valuation | ||||
| As at 1 September 2024 |
|
|
|
|
| Additions |
|
|
|
|
| Disposals |
( |
( |
( |
( |
| Revaluation |
|
|
|
|
| Other |
( |
|
|
( |
| As at 31 August 2025 |
|
|
|
|
| Depreciation | ||||
| As at 1 September 2024 |
|
|
|
|
| Provided during the period |
|
|
|
|
| Disposals |
( |
( |
( |
( |
| Other |
( |
|
|
( |
| As at 31 August 2025 |
( |
|
|
|
| Net Book Value | ||||
| As at 31 August 2025 |
|
|
|
|
| As at 1 September 2024 |
|
|
|
|
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
Cost or valuation as at 31 August 2025 represented by:
| Land & Property | ||||
|---|---|---|---|---|
| Freehold | Plant & Machinery | Fixtures & Fittings | Total | |
| £ | £ | £ | £ | |
| At cost | 7,854,223 | 135,212 | 284,745 | 8,274,180 |
| At valuation | 8,885,349 | - | - | 8,885,349 |
| 16,739,572 | 135,212 | 284,745 | 17,159,529 | |
During the year, a subsidiary, Wychwood School (Oxford) Limited registered for VAT. The disposals in the year include the VAT claimed on assets still in use.
During the year, a subsidiary, Wychwood Court (Oxford) Limited reviewed the carrying value of the development property for impairment. An impairment charge of £181,375 was recognised following consideration of an independent valuation prepared using a residual valuation method.
Revaluation
The freehold property owned by Wychwood School (Oxford) Limited was revalued by an independent RICS qualified valuer on 15 October 2025 on the basis of market value.
The valuation was performed using comparable market evidence and professional judgement. The directors have determined that the valuation is representative of the fair value of the property as at 31 August 2025, and that there were no material changes in market conditions between the year end and the valuation date.
Included in the fixed assets summary above listed as Other, is the reversal of accumulated depreciation on the revalued assets.
Had the property been carried under the historical cost model, the carrying amount would have been £7,339,651 (2024 - £7,339,651).
The company had no tangible fixed assets as at 31 August 2025 or 31 August 2024.
12.
Investments
Company
| Subsidiaries | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 September 2024 |
|
| As at 31 August 2025 |
|
...CONTINUED
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
| Provision | |
| As at 1 September 2024 |
|
| As at 31 August 2025 |
|
| Net Book Value | |
| As at 31 August 2025 |
|
| As at 1 September 2024 |
|
Subsidiaries
Details of the group's subsidiaries as at 31 August 2025 are as follows:
| Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding |
|---|---|---|---|---|
|
|
74 Banbury Road, Oxford, OX2 6JR England and Wales |
|
|
- |
|
|
74 Banbury Road, Oxford, OX2 6JR England and Wales |
|
|
- |
The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:
| Capital and Reserves | Profit/(loss) | |
|---|---|---|
| £ | £ | |
| Wychwood Court (Oxford) Limited |
( |
( |
| Wychwood School (Oxford) Limited |
|
( |
Shares in entity held by entity, subsidiaries, associates or joint ventures
13,969 Ordinary A shares of £1 each held in Wychwood School (Oxford) Limited. Registered in England and Wales.
100 Ordinary shares of £1 each held by Wychwood School (Oxford) Limited in Wychwood Court (Oxford) Limited. Registered in England and Wales.
The number of shares held by the entity, subsidiaries, associates or joint ventures is 14,069.
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
13.
Debtors
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Due within one year | |||||||
| Trade debtors |
|
|
|
|
|||
| Prepayments and accrued income |
|
|
|
|
|||
| Other debtors |
|
|
|
|
|||
| Amounts owed by group undertakings | - |
|
|
|
|||
|
|
|
|
|
||||
14.
Creditors: Amounts Falling Due Within One Year
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade creditors |
|
|
|
|
|||
| Other taxes and social security |
|
|
- | - | |||
| VAT |
|
- | - | - | |||
| Other creditors |
|
|
|
|
|||
| Accruals and deferred income |
|
|
|
|
|||
| Directors' loan accounts |
|
|
|
|
|||
| Amounts owed to group undertakings |
|
|
|
|
|||
|
|
|
|
|
||||
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
15.
Deferred Taxation
The provision for deferred tax is made up as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Other timing differences | 2,221,337 | 911,244 | |
|
2025
|
2024
|
||
|
£
|
£
|
||
|
Opening balance
|
911,244
|
719,097
|
|
|
Revaluation of tangible fixed assets
|
1,310,093
|
192,147
|
|
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
|
||
|
2,221,337
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
911,244
|
17.
Other Commitments
Financial Commitment
A subsidiary in the group has entered into a planning agreement in connection with the proposed development of the site. Under the agreement, a contribution of approximately £150,000 would become payable to the local authority upon commencement of construction works.
As construction had not commercial at the reporting date, no liability has been recognised in the financial statements.
18.
Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £200,001 (2024: £211,989).
At the balance sheet date contributions of £37,414 (2024: £39,167) were due to the fund and are included in creditors.
Aspire UK Holdings Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 August 2025
19.
Related Party Disclosures
Entities with control, joint control or signigicant influence over the entity
Included in other creditors is £ 5,009,188 (2024: £ 5,009,188) owing to Albion Schools Partnership Limited (Based in Hong Kong). There is no interest paid on this balance and it is repayable on demand.
Included in creditors is (2024: £ 2,237) owing to E3 Ops (HK) Limited (based in Hong Kong). There is no interest paid on this balance and it i s repayable on demand.
Entities over which the entity has control, joint control or significant influence
Included in debtors is £48,750 (2024: £ 27,083) owing from Wychwood School (Oxford) Limited. There is no interest paid on the balance and it is repayable on demand.
The company invoiced Wychwood School (Oxford) Limited £65,000 (2024: £ 65,000) for services during the year.
Other related parties
Included in creditors is £158,024 (2024: £ 134,114) owing to E3 Ops (UK) Limited, a connected company. There is no interest paid on this balance and it is repayable on demand.
20.
Controlling Parties
The company's immediate parent undertaking is
Albion Schools Partnership Limited
.
The ultimate parent undertaking is
E3 Capital Partners Limited
(incorporated in Virgin Islands, British). Its registered office is
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
.