| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| WALTON MONTESSORI LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| WALTON MONTESSORI LIMITED |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 3 |
| WALTON MONTESSORI LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountant& Statutory Auditors |
| 163 Herne Hill |
| London |
| SE24 9LR |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| STATEMENT OF FINANCIAL POSITION |
| 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
8 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings | 9 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | STATUTORY INFORMATION |
| Walton Montessori Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£) rounded to the nearest Pound.. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Going concern |
| The company is a subsidiary of Inspired Learning Group (London) Limited. At 31 August 2024 the company had net current assets of £158,884 and cash at bank of £36,765. |
| The company has given guarantees, jointly and severally with other companies in the group, in respect of group bank borrowings from Punjab National Bank (International) Limited of 5,350,936 at 31 August 2024 (2023: 5,371,432). The company has also granted charges over its property in support of those borrowings. Those borrowings fell due within one year at 31 August 2024. On 14 November 2024 the bank extended the maturity to 30 April 2025. |
| On 31 March 2025 the borrowings were refinanced through a term loan facility of up to 18,570,000 provided by State Bank of India (UK) Limited. The company is one of twelve obligors giving joint and several guarantees under that facility. Interest only is payable during the term and the whole of the principal falls due on 31 March 2030. The charges in favour of Punjab National Bank (International) Limited were satisfied on 22 April 2025. |
| At 31 August 2024 the company was owed £1,229,477 by related parties and £825,652 to group undertakings. |
| The directors have prepared cash flow and profit forecasts for the period to 31st August 2027, which covers at least twelve months from the date these financial statements are authorised for issue. Those forecasts take account of the terms of the State Bank of India facility, the company's trading performance and intercompany debts situation. After making appropriate enquiries and having regard to the support available within the group, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and has therefore prepared the financial statements on a going concern basis. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Development costs and Computer software are being amortised evenly over their estimated useful life of 10 years. |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following basis: |
| Leasehold Property | - 5% straight line |
| Plant & machinery | - 10% reducing balance |
| Fixtures and fittings | - 10% reducing balance |
| Computer equipment | - 20% reducing balance |
| At each statement of financial position date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Trade and other debtors |
| Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. |
| Cash and cash equivalents |
| Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings or current liabilities. |
| Trade and other creditors |
| Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost. |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| Additions |
| At 31 August 2024 |
| AMORTISATION |
| Charge for year |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| Land and | machinery |
| buildings | etc | Totals |
| £ | £ | £ |
| COST |
| At 1 September 2023 |
| Additions |
| At 31 August 2024 |
| DEPRECIATION |
| At 1 September 2023 |
| Charge for year |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Other creditors |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Other loans more 5yrs instal | 4,413 | 9,707 |
| 9. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 September 2023 |
| Profit for the year |
| Dividends | ( |
) |
| At 31 August 2024 |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 11. | RELATED PARTY TRANSACTIONS |
| The following companies are considered related parties by virtue of Mr A Mehta's interest in them: Inspired Learning Group (London) Limited, Inspired Learning Group (London) (1) Limited, Inspired Learning Group (London) (2) Limited, Inspired Learning Group (UK) Limited, Collingwood School Limited, Gidea Park College Limited, Warlingham Park School Limited, The Orchard Kew Day Nursery Limited, Saint Felix School Limited, Yateley Manor School London Limited, Rookwood School Limited, ILG London Nursery Limited, ILG London 1 Nursery Limited, WPPS London Limited, Tradetower Ltd, Park Hill School Limited, First Steps (London) Limited, Oakseal Ltd, Buxlow Preparatory School Limited, St Christopher's School (Private) Limited, The Study School Limited, Westbury House School Limited, Grange Park Preparatory School Limited, Essendene Lodge School Limited, Danesfield Manor School Limited, St Francis College Limited and Wood Wharf Kindergarten Limited.The amounts owed to the company by these related parties amount to £1,229,477 (2023: £750,748). All balances are unsecured, interest-free and have no fixed date of repayment. |
| WALTON MONTESSORI LIMITED (REGISTERED NUMBER: 08550928) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 12. | POST BALANCE SHEET EVENTS |
| At 31 August 2024 borrowings of £5,350,936 from Punjab National Bank (International) Limited, which the company guaranteed jointly and severally with the other companies in the group, fell due for repayment within one year. On 14 November 2024 the bank extended the maturity date to 30 April 2025 to allow time for refinancing. |
| On 31 March 2025 those borrowings were refinanced through a term loan facility of up to £18,570,000 provided by State Bank of India (UK) Limited, amended on 31 March 2025 and again on 25 April 2025 to bring further properties into the security and permit further drawdowns in stages. Interest only is payable during the term and the principal falls due on 31 March 2030. £14,570,000 had been drawn at the date of approval of these financial statements. Details of the security and guarantees given by the company are set out in note to financial statements. |
| The charges over the company's assets in favour of Punjab National Bank (International) Limited were satisfied on 22 April 2025. Amounts owed to Kimberley Capital Limited by companies in the group were repaid from the facility and the security held by Kimberley Capital Limited has been released. |
| 13. | PARENT UNDERTAKING AND CONTROLLING PARTY |
| The company's immediate parent undertaking is Inspired Learning Group (London) Limited, a company incorporated in England and Wales, whose registered office is Georgian House, Park Lane, Stanmore HA7 3HD. |
| The entire issued share capital of Inspired Learning Group (London) Limited is held by ILG (London) Nominee 1 Limited, ILG (London) Nominee 2 Limited and ILG (London) Nominee 3 Limited, each incorporated in England and Wales. The entire issued share capital of each of those companies is held by Mr A Mehta, who is the ultimate controlling party. |
| 14. | CHARGES AND GUARANTEES |
| On 31 March 2025 the company entered into a facility agreement, as amended on 31 March 2025 and 25 April 2025, between Inspired Learning Group (London) Limited and Inspired Learning Group (London) (1) Limited as borrowers, twelve companies under the control of Mr A Mehta as obligors, and State Bank of India (UK) Limited as lender, in respect of a term loan facility of up to £18,570,000. |
| Under clause 18 of that agreement each obligor irrevocably and unconditionally guarantees, jointly and severally, the punctual performance by every other obligor of all its obligations under the finance documents. The guarantee is unlimited in amount and is a continuing guarantee extending to the ultimate balance of all sums payable. Interest only is payable during the term and the whole of the principal falls due for repayment on 31 March 2030. £14,570,000 had been drawn at the date of approval of these financial statements. Interest is payable at 2.40% per annum over the Bank of England Bank Rate, subject to a minimum Bank Rate of 3%. |
| The company is a party to that agreement as an additional security provider and is not itself a borrower. On 3 April 2025 it granted security in favour of State Bank of India (UK) Limited comprising fixed and floating charges over its assets. One charge was registered in favour of State Bank of India (UK) Limited. No property of the company is charged under that agreement. The shares in the company have been charged by its parent undertaking in favour of the lender. |
| Two charges dated 31 October 2019 in favour of Punjab National Bank (International) Limited were satisfied on 22 April 2025. |