Draft Financial Statements at 14 July 2026 at 14:32:57
Company Registration No. 05864039 (England and Wales)
OISE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
15
Statement of cash flows
9
Notes to the financial statements
10 - 22
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
COMPANY INFORMATION
Director
T Gins
Company number
05864039
Registered office
90 Banbury Road
Oxford
England
OX2 6JT
Auditor
Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
264 Banbury Road
Oxford
Oxfordshire
England
OX2 7DY
Bankers
HSBC UK Bank plc
Apex Plaza
Reading
Berkshire
RG1 1AX
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

On behalf of the board

10 July 2026
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The director presents their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a holding company and is also to own investment properties held for use within the group and for rental outside the group.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

B P Dean
(Resigned 20 December 2025)
T Gins
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its director, officers and senior management during the year. These provisions remain in force at the reporting date.

Employee involvement

The group has continued its practice of keeping employees informed of matters affecting them as employees and the financial and economic factors affecting the performance of the group.

Disabled employees

Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retain them in order that their employment with the group may continue. It is the policy of the group that training, career development and promotion opportunities should be available to all employees.

Gender Pay Gap

The group is proud of showing exemplary practice in annihilating pay gaps - a non-gender bias culture permeates throughout the organisation.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risk management objectives and policies.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
10 July 2026
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OISE HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of OISE Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OISE HOLDINGS LIMITED (CONTINUED)
- 5 -
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 identifie d material misstatements in the strategic report or the director's r eport.

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 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 director's r esponsibilities s tatement, 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 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 auditor's 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.

At the planning stage of the audit, we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments. The most significant laws and regulations that have an indirect impact on the financial statements are The Education (Scotland) Act (1980), Standards in Scotland's Schools etc. Act 2000, Children and Young People (Scotland) Act 2014, Education (Scotland) Act 2016, and the General Data Protection Regulation (as adopted in the UK by the Data Protection Act 2018).

During the audit, we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes, correspondence with regulatory authorities and other documentation (as detailed further below).

We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

a. Reviewing the controls set in place by management;

b. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place,

or where such opportunity might exist;

c. Challenging management assumptions with regard to accounting estimates; and

d. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OISE HOLDINGS LIMITED (CONTINUED)
- 6 -

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's 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.

Malik Nayyer Salim (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
England
13 July 2026
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
(3,505)
(8,494)
Other operating income
391,655
391,776
Operating profit
388,150
383,282
Interest receivable and similar income
4
4,000,134
-
0
Fair value gains and losses on investment properties
6
200,000
-
0
Profit before taxation
4,588,284
383,282
Tax on profit
5
(62,790)
372,572
Profit for the financial year
4,525,494
755,854

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investment property
6
16,750,000
16,550,000
Investments
7
190,000
190,000
16,940,000
16,740,000
Current assets
Debtors
10
151,770
139,984
Cash at bank and in hand
143
470
151,913
140,454
Creditors: amounts falling due within one year
11
(449,007)
(4,763,042)
Net current liabilities
(297,094)
(4,622,588)
Net assets
16,642,906
12,117,412
Capital and reserves
Called up share capital
13
190,000
190,000
Revaluation reserve
14
2,789,712
2,652,502
Other reserves
14
564,321
564,321
Profit and loss reserves
14
13,098,873
8,710,589
Total equity
16,642,906
12,117,412
The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
Director
Company registration number 05864039 (England and Wales)
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
18
(3,937,671)
(260,357)
Income taxes (paid)/refunded
(62,790)
260,375
Net cash (outflow)/inflow from operating activities
(4,000,461)
18
Investing activities
Interest received
134
-
0
Dividends received
4,000,000
-
0
Net cash generated from investing activities
4,000,134
-
Net (decrease)/increase in cash and cash equivalents
(327)
18
Cash and cash equivalents at beginning of year
470
452
Cash and cash equivalents at end of year
143
470
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
1
Accounting policies
Company information

OISE Holdings 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.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

The directors have reviewed detailed forecasts and consider the company 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 these financial statements. In particular, the directors have considered the forecast level of cash held by the company and consider that a sufficient level of cash shall be held for the company to meet its liabilities.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.3
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date based on valuation by an independent valuer who holds a recognised and relevant professional qualification and has experience in the location and class of the investment property being valued. Changes in fair value are recognised in profit or loss.

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
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.

1.6
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.

Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

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 classified as fair value through profit or loss are measured at fair value.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Financial assets at fair value through profit or loss

Financial assets classified as other financial assets are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Held to maturity investments

Financial assets with fixed or determinable payments and fixed maturity dates that the company has the positive intent and ability to hold to maturity are classified as held to maturity investments.

Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Loans and receivables

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest rate method is a method of calculating the amortised cost of a debt instrument and allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

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.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
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.

Derecognition of financial liabilities

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

1.7
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.

1.8
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.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
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.

1.9
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.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Revaluation reserve
Fair value reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
190,000
2,279,930
564,321
8,327,307
11,361,558
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
755,854
755,854
Transfers
-
372,572
-
(372,572)
-
Balance at 31 December 2024
190,000
2,652,502
564,321
8,710,589
12,117,412
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
4,525,494
4,525,494
Transfers
-
137,210
-
(137,210)
-
Balance at 31 December 2025
190,000
2,789,712
564,321
13,098,873
16,642,906
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
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.

Fair value of investment properties

The fair value of the investment properties have been arrived at on the basis of a valuation carried out by the directors as at the year end. The valuations were made on an open market basis (which is considered to be a true reflection of the fair value) by reference to recent comparable transactions for similar properties.

Useful economic lives of tangible assets

The annual depreciation 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 life. Criteria used to assess the economic life and residual value includes technological advancement, economic utilisation, and physical condition of the asset and future investments.

Impairment of debtors

On a periodic basis management makes an estimation of the recoverability of debtors. Management makes such estimation based on the credit rating of debtors, the ageing profile, and historical experience.

3
Employees

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

2025
2024
Number
Number
Total
0
0
4
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
134
-
0
Income from fixed asset investments
Income from shares in group undertakings
4,000,000
-
0
Total income
4,000,134
-
0
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
4
Interest receivable and similar income
(Continued)
- 17 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
134
-
0
5
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
62,790
(372,572)

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
4,588,284
383,282
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,147,071
95,821
Tax effect of expenses that are not deductible in determining taxable profit
-
0
512
Group relief
(84,281)
(81,492)
Permanent capital allowances in excess of depreciation
(12,790)
(14,841)
Movement in fair value of properties not taxable
(50,000)
(372,572)
Exempt ABGH distributions
(1,000,000)
-
0
Taxation charge/(credit) for the year
-
(372,572)
Taxation charge/(credit) in the financial statements
62,790
(372,572)
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
(62,790)
-
6
Investment property
2025
£
Fair value
At 1 January 2025
16,550,000
Net gains or losses through fair value adjustments
200,000
At 31 December 2025
16,750,000
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Investment property
(Continued)
- 18 -
If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
2025
2024
£
£
Cost
15,650,725
-
Accumulated depreciation
(3,989,898)
-
Carrying amount
11,660,827
-
7
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
8
190,000
190,000
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
OISE Limited
UK
Holding company
Ordinary
100.00
Instill Education Limited
UK
Language tuition
Ordinary
100.00
Pilgrims Limited
UK
Dormant
Ordinary
100.00
Regent Language Training Limited
UK
Dormant
Ordinary
100.00
Basil Paterson Limited
SC
Dormant
Ordinary
100.00
The Edinburgh School of English Limited
SC
Dormant
Ordinary
100.00
Irlandoise LImited
IRL
Dormant
Ordinary
100.00
OISEsuisse SA
SW
Language tuition
Ordinary
100.00
OISE Etudes Linguistiques SAS
FR
Language tuition
Ordinary
100.00
OISE Sprachtraining (Deutschland) GmbH
GR
Language tuition
Ordinary
100.00
OISE Italy SRL
IT
Language tuition
Ordinary
100.00
OISE Boston Inc.
BOS
Language tuition
Ordinary
100.00
ACE Consultores de Idiomas AS
SP
Language tuition
Ordinary
100.00
Canadoise Inc
CAN
Language tuition
Ordinary
100.00
OISE-USA Inc.
DEL
Holding company
Ordinary
100.00
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Subsidiaries
(Continued)
- 19 -

Registered office addresses (all UK unless otherwise indicated):

UK/SC
90 Banbury Road, Oxford, OX2 6JT / 66/67 Queen Street, Edinburgh, EH2 1JX
IRL
2 Park Place, City Park Gate, Mahon Point, Cork
SW
Avenue de beauregard 12, C/O BfB Fiduciarie SA, 1700 Fribourg
FR
95, Rue Seine, 75006 Paris
GR
Poststrasse 48, 69115 Heidelberg
IT
Via Molino delle Armi 25, 20123 Milan
BOS
31, St James Avenue, Boston, MA 02116
SP
Calle Zurbano No. 45, 1a, 28010 Madrid
CAN
Bureau 1610, 999 Blvd de Maisonneuve Ouest, Montreal, H3A3L4
DEL
Corporation Trust Center, 1209 Orange St, City of Wilmington, New Castle, Delaware
9
Financial instruments
2025
2024
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
-
190,470
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
- Other financial liabilities
(386,217)
(5,023,416)
10
Debtors
2025
2024
Amounts falling due within one year:
£
£
Prepayments and accrued income
151,770
139,984
11
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
345,257
4,693,875
Accruals and deferred income
103,750
69,167
449,007
4,763,042

Bank borrowings are secured by a composite company unlimited multilateral guarantee given by the company, OISE Limited and Instill Education 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.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
12
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Balances:
£
£
£
£
Accelerated capital allowances
-
509,115
-
-
Revaluations
-
526,880
-
-
Offset
-
(1,035,995)
-
(1,035,995)
Transfers to group companies
-
-
-
1,035,995
-
-
-
-
There were no deferred tax movements in the year.

Where 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 and the liability, should the liability be crystallised, the relevant balances have been netted off in the accounts.

The company deferred tax asset represents tax losses that could be acquired from group companies and is recognised within the intercompany creditor.

13
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
15,200,000
15,200,000
152,000
152,000
Ordinary B shares of 1p each
3,800,000
3,800,000
38,000
38,000
19,000,000
19,000,000
190,000
190,000

The company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company. The company shall have the right to declare and pay different dividends on the A shares and the B shares.

14
Reserves
Revaluation reserve

On 1 January 2014, on transition to FRS 102, the group elected to use the market value of its freehold and long leasehold properties at that date as deemed cost, as permitted by Section 35 of FRS 102. The revaluation reserve reflects the uplift in the carrying value of properties from that date.

Merger reserve

The merger reserve reflects amounts arising on acquisition of OISE Limited which was accounted for as a merger under accounting standards applicable at the date of acquisition.

Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Reserves
(Continued)
- 21 -
Fair value reserve

On 1 January 2014, on transition to FRS 102, the company elected to use the fair value of its investment properties at that date as deemed cost, as permitted by Section 35 of FRS 102. The fair value reflects the uplift in the carrying value of investment properties on that date less a provision for deferred tax.

15
Financial commitments, guarantees and contingent liabilities

In the normal course of business, the company has provided an unlimited guarantee as valuable security in connection with the banking facilities of various UK subsidiary undertakings. At 31 December 202 5, the amount outstanding was £nil (202 4 - £nil).

16
Operating lease commitments
As lessee

[General description if appropriate]

[Further information as appropriate]

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
28,896
48,123
Years 2-5
-
0
28,896
28,896
77,019
17
Ultimate controlling party

The directors consider the ultimate controlling party to be the director T Gins, by virtue of his shareholding in the company.

18
Cash absorbed by operations
2025
2024
£
£
Profit after taxation
4,525,494
755,854
Adjustments for:
Taxation charged/(credited)
62,790
(372,572)
Investment income
(4,000,134)
-
0
Fair value gain on investment properties
(200,000)
-
0
Movements in working capital:
Increase in debtors
(11,786)
(91,712)
Decrease in creditors
(4,314,035)
(551,927)
Cash absorbed by operations
(3,937,671)
(260,357)
Draft Financial Statements at 14 July 2026 at 14:32:57
OISE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
19
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
470
(327)
143
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