The directors present the strategic report for the year ended 31 August 2025.

We are pleased to report a strong financial performance for the year ended 31 August 2025. The Group delivered turnover of £36.7m, gross profit of £10.5m, and operating profit before depreciation of tangible fixed assets and amortisation of goodwill (“EBITDA”) of £2.6m. EBITDA is considered to be the primary financial key performance indicator. After depreciation and amortisation, the Group delivered an operating loss of £0.8m.

The directors are satisfied with the performance of the business.

The directors continue to monitor UK government education policy and funding commitments, including the recently published SEND White Paper, and views the landscape for education recruitment in England and Wales and demand for the Group’s services favourably.

Following the year end, the Group completed the acquisition of Choice Teachers Limited, Choice Teachers (South) Limited, and Bespoke Education Limited, deepening the Group’s presence in the education sector; the directors continue to seek further investment opportunities.

The management of the business is subject to a number of risks which are reviewed by the directors on an ongoing basis, with appropriate and proportionate measures in place to monitor and mitigate them. The key business risks for the Company and Group are considered to be as follows:

Liquidity risk

The Group seeks to manage risk by ending that sufficient liquidity is available to meet its financial needs for the foreseeable future. The Group has a well-established relationship with its bankers and financial sponsors, Three Hills Capital Partners and BGF.

Inflation risk

Like any business, the Group is subject to a degree of inflation risk, primarily wage inflation. The wage cost of candidates supplied to customers is passed on in full, therefore there is not considered to be any wage inflation risk relating to the generation of gross profit. Wage inflation pressures relating to consultants and other employed staff are actively monitored and managed – the Group utilises a balance of fixed salary and performance-based bonus and commission arrangements to link the cost base to gross profit performance.

Credit risk

The vast majority of the Group’s customers are education settings funded by the government or Local Authorities; accordingly, the Group’s credit risk is considered to be low.

Reputational and compliance risk

The Group operates in a specialist and competitive recruitment market, where its reputation and relationships with local schools and Multi-Academy Trusts are crucial. The Group operates under strict guidelines, established by the Department for Education, with regard to vetting, safeguarding, and other compliance checks required to be undertaken prior to supplying candidates to customers. The Group takes its responsibilities in this regard very seriously, continually monitoring regulatory developments, and seeking feedback from customers.

The Group has a mature infrastructure and data-rich operating environment which enables the directors to monitor the performance of the business at a granular level. Whilst EBITDA is considered to be the principal key performance indicator, other measured key performance indicators, both financial and non-financial, are monitored on a daily, weekly, and monthly basis, including:

• Days supplied (the number of days that candidates are placed in bookings) – the directors have visibility of days supplied, both long term and short term, on an ongoing basis. The Group delivered 207,991 total days of teacher supply.

• Weekly gross profit and days data – the directors review gross profit and days supplied on a weekly basis following payroll, with results compared to budget, prior periods, and forecasts. Gross profit performance of 28% is stable and in line with the board's expectations.

• Monthly financial performance - the directors take an active part in reviewing the Group’s monthly financial information with further key performance indicators including the conversion of gross profit to EBITDA, consultant productivity, the conversion of EBITDA to operating cash, and the number of days sales outstanding.

• The Group's conversion of gross profit to EBITA of 23%, conversion of operating profit to cash of 123% and an average of 33 days sales outstanding are in line with the board's expectations, noting that the conversion of operating profit to cash is high due to the period of account not including a full annual working capital cycle.

Non-financial key performance indicators include consultant attrition and hiring pipeline.

Under Section 172 of the Companies Act, the directors have a duty to promote the success of the company for the benefit of its members as a whole, and in so doing, should have regard to matters that relate to wider stakeholder interests.

The directors have identified a stakeholder group that extends beyond the Group’s members and includes the key stakeholders as shown in the table below:

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 August 2025.

The principal activity of the Company during the year was that of an investment holding company. The Group's principal activity is the provision of short-term contract staff resource for the education section from pre-school to secondary school.

The results for the year are set out on page 11.

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

Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As a large unquoted group, Operam Education Group Limited falls within the scope of the SECR. The following information has been prepared based on all information available to the directors regarding the group's energy consumption during the current financial period. Due to the group occupying several leased properties, some multi-occupancy, and some serviced offices; certain estimates have therefore been made regarding energy consumption at office locations where the group does not have control of consumption or complete visibility of the underlying data, using square footage of occupied space and representative energy consumption levels from the group's leasehold premises. Transport (EV) has been estimated based on business mileage and converted into electricity consumption using average EV efficiency assumptions.

The group's energy consumption across the three reportable operational segments, with prior period comparators, is as follows:

Activity                                Consumption

                        2025 (‘000 kWh)        2024 (‘000 kWh)

Electricity purchase and consumption        100            94

Gas purchase and consumption            4            3

Transport (EV)                    20            18

Total                        124            115

Total greenhouse gas emissions from the above activities are estimated to be 25 tonnes of CO2e (2024 - 24 tonnes).

The intensity ratio used was CO2e per employee for the financial period under review, the measure was 0.23 tonnes of CO2e per employee (2024 – 0.20 tonnes).

To produce the above data, the group obtained the necessary information on energy consumption from the group's utility bills and calculated the kWh consumption data and greenhouse gas emissions based on standard conversion formulae.

The board takes its responsibilities regarding energy consumption and carbon emissions very seriously, and would highlight the following points in relation to energy efficiency action undertaken or planned:

• The group has exited several properties to right-size the estate, also reducing associated carbon emissions

• The group has exited older leasehold properties in favour of new, modern working environments with more energy efficient buildings including climate control and motion sensitive lighting

• The group consistently tries to reduce its carbon emissions from transport, both fuel purchased for business journeys by car (included in the consumption figures above) and travel by rail and air (excluded from the figures above), by reducing the amount of inter office travel.

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 auditor of the company 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 auditor of the company is aware of that information.

The Group does not discriminate between employees or potential employees on the grounds of colour, race, ethnic or national origin, sex, marital status or religious beliefs. It is the Group's policy to encourage the employment, training and career development of disabled persons. If individuals become disabled during employment and they are unable to perform their jobs, consideration is given to retraining for alternative jobs.

Regular contact is maintained through various departmental structures, to inform employees of significant changes, trends and developments in the Group.

Matters covered by the Strategic Report

The directors consider that the Strategic Report provides a fair review of the development and performance of the business and, in accordance with applicable legislation, includes information on financial risk management, expected future developments, and engagement with key stakeholders. Accordingly, this information is not repeated in this report.

We have audited the financial statements of Operam Education Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 31 August 2025 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors 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 directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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 directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and 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 directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

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 resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £4,353,621 (2024 - £4,368,628 loss).

Operam Education Group Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is .

The group consists of Operam Education Group Limited and all of its subsidiaries.

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 amounts in these financial statements are rounded to the nearest £'000.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Business combinations are accounted for using the purchase method.

The cost of a business combination is measured as the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination.

Where control is achieved in stages, the cost of the business combination is the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued at the date of each transaction in the series.

Where the business combination requires an adjustment to the cost contingent on future events, the estimated amount of that adjustment is included in the cost of the combination at the acquisition date providing it is probable and can be measured reliably. Where it is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration is treated as an adjustment to the cost of the combination. If such expected future events do not occur, or the estimate needs to be revised, the cost of the business combination is adjusted accordingly. The unwinding of any discounting is recognised as a finance cost in profit or loss in the period it arises.

The consolidated group financial statements consist of the financial statements of the parent company Operam Education Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from temporary placements is recognised at the point in time that temporary workers are provided and continues to be recognised over the duration of the placement.

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the Company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation 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:

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

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:

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 recognised in the income statement.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company 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.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors, 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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

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 group after deducting all of its 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 payments 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. Amounts 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.

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 subsequently 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 may be designated as being measured at fair value through 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.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The 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 net profit as reported in the income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’s accounting policies, the directors are 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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Group holds goodwill and intangible assets arising from acquisitions. Management reviews the goodwill and intangible assets for the useful economic life of each asset. Significant judgments are made by management in estimating the recoverable amount of the cash-generating unit to which goodwill is allocated, which includes assumptions about future cash flows, growth rates and discount rates.

Judgement is required in determining the fair value of assets and liabilities acquired, including separately identifiable intangibles.

Investments in subsidiary undertakings are reviewed annually for indicators of impairment. Where indicators exist, an impairment review is carried out by comparing the carrying value of the investment to its recoverable amount, which is the higher of value in use and fair value less costs to sell.

The whole of the turnover is attributable to the principal activity of the Group wholly undertaken in the United Kingdom.

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

Their aggregate remuneration comprised:

The above information relates to employees of the company engaged in performing recruitment and administrative roles, the costs of which are included in administrative expenditure.  It does not include temporary workers who are paid through the company's payroll and PAYE reference and supplied to customers in the ordinary course of business, the costs of which are included in cost of sales.  An average of 748 such temporary workers were engaged by the company in FY25 (FY24 - 690).  The gross wages and salaries relating to such temporary workers totalled £14,396,190 (FY24 - £9,629,505) and the cost of post-retirement benefits, also accounted for through cost of sales, £43,218 (FY24 - £28,046).

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024 - 5).

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Following the year end the directors took the strategic decision to discontinue operations in Provision Recruitment Limited ("Provision"); the group will continue to service the Further Education market through Provision's fellow subsidiary Teachers UK Limited.  Accordingly, the directors have recognised an impairment of the carrying value of goodwill in the group balance sheet by £1,038,534.  There is no corporation tax effect arising from this impairment.

More information on impairment movements in the year is given in note 10.

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

The registered office address for the Group's subsidiary companies is: 3 Morston Claycliffe Office Park, Whaley Road, Barnsley, South Yorkshire, S75 1HQ.

Cresco Topco Ltd, the ultimate parent company, has provided a guarantee under Section 479A of the Companies Act 2006 in respect of each of the above subsidiaries.

Included within amounts due to parent undertakings is £19,414,923 payable to Cresco Bidco, the Group's parent company.

The Company has granted fixed and floating charges over all assets to HSBC UK Bank plc in connection with the bank loan shown above.

The Company has granted fixed and floating charges over certain of the Group's assets in favour of the debenture loan note holders included in other loans. The debenture loan notes bear interest at rates of between 5% to 10%.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 13 November 2024, the company issued 8,100 (£81) Ordinary A shares and cancelled 300 (£3) Ordinary C shares that were held in treasury.

Ordinary A shares carry one vote at general meetings, are entitled to dividends, and rank in equal proportion in the distribution of assets upon winding up.

Ordinary B shares also carry one vote at general meetings; dividends may be paid subject to investor consent on a pro rata basis to the number of equity shares held, and these shares are entitled to participate in the return of assets upon liquidation, exit, or winding up in accordance with the Articles of Association.

Ordinary C shares carry no voting rights, have no entitlement to dividends, but are entitled to participate in the return of assets upon liquidation, exit, or winding up in accordance with the Articles of Association.

During the year, 600 (£6) C shares previously held in treasury were reclassified as C Ordinary shares as well.

Called up share capital represents the nominal value of the shares issued.

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

On 17 April 2026 Operam Education Group Limited unconditionally exchanged contracts to acquire 100% of the share capital of Choice Teachers Limited, Choice Teachers (South) Limited, and Bespoke Education Limited (the “Sand Pit Group”).

As at the statement of financial position date, the Company was not considered to be under the control of any single shareholder.

Following the acquisition of the Company by Cresco Topco Limited on 13 November 2024, the immediate parent company of the Company is Cresco Bidco Limited. The address of Cresco Bidco Limited is Fabric Building, 30 Queen St, Manchester, United Kingdom, M2 5HX.

The ultimate parent company of the Company is Cresco Topco Limited. The address of Cresco Topco Limited is Fabric Building, 30 Queen St, Manchester, United Kingdom, M2 5HX.

During this accounting period, the following prior period adjustments were identified by the directors:

Acquisition of Horizon Teachers Limited

Following completion of the acquisition, additional top-up consideration of £1,038,658 became payable, which was not accounted for in the FY24 financial statements. The comparative figures for both the Group and the Company have been restated to reflect the additional consideration payable. The Group statement of comprehensive income has been restated to include additional goodwill amortisation of £18,497.

Series A Loan Notes

The directors identified that a redemption premium payable on the Series A Loan Notes, included within other borrowings in note 16, had not been accounted for in the FY24 financial statements. Accordingly the directors have corrected the treatment of the financial instrument by accounting for the premium over the life of the instrument under the effective interest rate method, restating both the prior year statement of comprehensive income and statement of financial position. The effect on both the Group and the Company is to reduce equity at 1 September 2023 by £1,153,000 and increase the finance costs recognised in the period ended 31 August 2024 by £302,000.

Corporation tax

The directors consider that the Group may require to adjust previously submitted corporation tax returns to disallow a portion interest payable on its loan notes. The directors have formed a prudent and reasonable judgement as to the quantum of the potential liability, and made appropriate provision in the financial statements. The financial statements of the Group and Company have been restated to reduce equity at 1 September 2023 by £373,000, and increase the tax charge in the period ended 31 August 2024 by £127,000.

The combined effect on the prior year financial statements is set out below.