Company registration number 01293463 (England and Wales)
INSTILL EDUCATION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
INSTILL EDUCATION LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
INSTILL EDUCATION LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
371,087
452,661
Current assets
Debtors
5
2,137,150
4,183,398
Cash at bank and in hand
2,342
15,951
2,139,492
4,199,349
Creditors: amounts falling due within one year
6
(285,920)
(310,769)
Net current assets
1,853,572
3,888,580
Net assets
2,224,659
4,341,241
Capital and reserves
Called up share capital
7
100
100
Profit and loss reserves
2,224,559
4,341,141
Total equity
2,224,659
4,341,241

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

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 10 July 2026
Mr T Gins
Director
Company registration number 01293463 (England and Wales)
INSTILL EDUCATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
100
5,033,767
5,033,867
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
(692,626)
(692,626)
Balance at 31 December 2024
100
4,341,141
4,341,241
Year ended 31 December 2025:
Loss and total comprehensive expense for the year
-
(116,582)
(116,582)
Dividends
-
(2,000,000)
(2,000,000)
Balance at 31 December 2025
100
2,224,559
2,224,659
INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Instill Education Limited is a private company limited by shares incorporated in England and Wales. The registered office is 90 Banbury Road, Oxford, England, OX2 6JT.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company ended the year with net current assets of £1,778,106 true(202 4: £3,888,580) but recorded a loss before taxation for the financial year of £192,048 (202 4: £432,251). The director has therefore assessed going concern.

The company is part of the group headed by OISE Holdings Limited ("the group"). The company meets its day to day working capital requirements from its own cash resources and through intercompany funding arrangements with other group companies. Therefore, in light of the operational and financial support provided by the group, the going concern of the company has been made as part of the assessment for the group as a whole. The group ended the year with cash of £1,916,355 (202 4: £2,020,857) and net current assets of £144,996 (202 4: £2 81,897).

The directors of OISE Holdings Limited have reviewed detailed forecasts and consider the group is able to continue meeting its liabilities as they fall due in the foreseeable future which is considered to be a period of twelve months from the date of approving the financial statements. In particular, the directors have considered the forecast level of cash held by the group and consider that a sufficient level of cash shall be held for the group to meet its liabilities.

OISE Holdings Limited has confirmed that it will continue to support the company financially for a period not less than twelve months from the date of approval of these financial statements.

Taking into account all of the above matters, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the director continues to adopt the going concern basis in preparing these financial statements.

1.3
Revenue

Turnover represents the income receivable for courses which have run during the year, and is shown net of VAT.

Income received in advance for courses running in future financial periods is deferred and released to turnover in those periods.

1.4
Tangible fixed assets

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

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -

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

Short-term leasehold improvements
Over the period of the lease
Fixtures and fittings
10%-25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

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

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Other financial assets

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

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

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

1.9
Taxation

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

Current tax

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

Deferred tax

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

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

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

1.11
Retirement benefits

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

1.12
Foreign exchange

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

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2
Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

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

Useful economic lives of tangible assets

The annual deprecation charge is sensitive to any changes in the estimated useful life and residual values of tangible assets. The useful economic lives and residual value is assessed on an annual basis and are amended only when evidence shows a change in the estimated economic lives or residual value. Criteria used to assess the economic life and residual value includes technological advancement, economic utilisation, physical condition of the asset and future investments. The carrying value of tangible fixed assets including depreciation charged in the year is disclosed in note 5.

3
Employees

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

2025
2024
Number
Number
Total
90
142
4
Tangible fixed assets
Short-term leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
897,035
1,135,128
2,032,163
Additions
-
0
2,559
2,559
Disposals
(551,253)
(627,921)
(1,179,174)
Transfers to group companies
(3,960)
-
0
(3,960)
At 31 December 2025
341,822
509,766
851,588
Depreciation and impairment
At 1 January 2025
631,982
947,520
1,579,502
Depreciation charged in the year
34,182
46,354
80,536
Eliminated in respect of disposals
(551,253)
(627,921)
(1,179,174)
Transfers to group companies
(363)
-
0
(363)
At 31 December 2025
114,548
365,953
480,501
INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Tangible fixed assets
Short-term leasehold improvements
Fixtures and fittings
Total
£
£
£
(Continued)
- 8 -
Carrying amount
At 31 December 2025
227,274
143,813
371,087
At 31 December 2024
265,053
187,608
452,661
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,778
13,327
Amounts owed by group undertakings
2,066,691
4,102,876
Other debtors
63,681
67,195
2,137,150
4,183,398
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
140,095
139,901
Other creditors
4,258
8,991
Accruals and deferred income
141,567
161,877
285,920
310,769

Group bank borrowings are secured by a composite company unlimited multilateral guarantee given by the company, OISE Holdings Limited and OISE Limited.

The debenture includes a fixed charge over all present freehold and leasehold property, first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future.

7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

The company's ordinary shares, which carry no right to fixed income, carry the right to one vote at general meetings of the company.

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company:

Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
18,108
26,855
Tax losses
791,633
707,420
809,741
734,275
There were no deferred tax movements in the year.

The deferred tax asset and liabilities relate to taxes levied by the same taxation authority and the company has a legally enforceable right to set off the tax asset against the liability should the liability be crystallised. Therefore the relevant balances have been netted off in the accounts.

The deferred tax asset of £809,741 (2024: £734,275) represents tax losses to be sold to fellow group entities which has been recognised within the intercompany debtor.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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.

Senior Statutory Auditor:
Malik Nayyer Salim
Statutory Auditor:
Shaw Gibbs (Audit) Limited
Date of audit report:
13 July 2026
10
Related party transactions

The company has taken advantage of the exemption available under Section 33 of FRS 102 and has not disclosed details of transactions or balances with other wholly-owned companies in the OISE Holdings Limited group.

During the year the company operated out of properties owned by Lanleya Limited, a company with a common director, but no rent was charged.

INSTILL EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
11
Parent company

The immediate parent company is OISE Limited. The ultimate parent company is OISE Holdings Limited. Both companies are incorporated in the United Kingdom and registered in England and Wales.

OISE Holdings Limited heads the largest and smallest group for which consolidated financial statements are drawn up. The consolidated financial statements of OISE Holdings Limited are available from its registered office, 90 Banbury Road, Oxford, England, OX2 6JT.

The ultimate controlling party is Mr T Gins who owns 71.62% of the issued share capital of OISE Holdings Limited.

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