REGISTERED NUMBER: 14553360 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR

ROOKWOOD SCHOOL LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

A Mehta

Mrs H Lukha

REGISTERED OFFICE:

Georgian House

Park Lane

Stanmore

HA7 3HD

REGISTERED NUMBER:

14553360 (England and Wales)

AUDITORS:

Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

FIXED ASSETS

Intangible assets

4

847,466

939,376

Tangible assets

5

3,003,411

2,373,818

3,850,877

3,313,194

CURRENT ASSETS

Stocks

1

-

Debtors

6

3,019,626

273,144

Cash and cash equivalents

247,529

22,851

3,267,156

295,995

CREDITORS

Amounts falling due within one year

7

10,268,602

5,713,729

NET CURRENT LIABILITIES

(7,001,446

)

(5,417,734

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,150,569

)

(2,104,540

)

PROVISIONS FOR LIABILITIES

10,014

-

NET LIABILITIES

(3,160,583

)

(2,104,540

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(3,160,683

)

(2,104,640

)

SHAREHOLDERS' FUNDS

(3,160,583

)

(2,104,540

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

A Mehta - Director

1.	STATUTORY INFORMATION

Rookwood School Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The current financial period covers the 12 months ended 31 August 2024. The comparative figures cover the shorter period from incorporation on 21 December 2022 to 31 August 2023. Consequently, the comparative amounts presented in the primary financial statements and related notes are not entirely comparable with those of the current period.

The presentation currency of the financial statements is Pound Sterling (£) rounded to the nearest Pound.

Going concern

The company is a subsidiary of Inspired Learning Group (London) (1) Limited. At 31 August 2024 the company had net current liabilities of £7,001,446 and cash at bank of £247,529.

Subsequent to the year end, the group refinanced its short-term Kimberley Capital Limited borrowings, which were repayable within one year of the balance sheet date, with a new five-year term facility from 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.

At 31 August 2024 the company was owed £1,874,766 by group undertakings and £4,203,733 to related parties.

The directors have prepared cash flow and profit and loss forecasts covering at least twelve months from the date these financial statements are authorised for issue. 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 have 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.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

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 are being amortised evenly over their estimated useful life of 10 years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Land and buildings - 1% on cost

Office Equipment & Furniture - 10% Reducing Balance

Plant and machinery etc - 10% on reducing balance

Computer equipments - 20% Reducing Balance

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 122 (2023 - 126 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 September 2023

947,270

-

947,270

Additions

-

2,937

2,937

At 31 August 2024

947,270

2,937

950,207

AMORTISATION

At 1 September 2023

7,894

-

7,894

Charge for year

94,727

120

94,847

At 31 August 2024

102,621

120

102,741

NET BOOK VALUE

At 31 August 2024

844,649

2,817

847,466

At 31 August 2023

939,376

-

939,376

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 September 2023

2,382,531

3,186

2,385,717

Additions

617,817

40,949

658,766

At 31 August 2024

3,000,348

44,135

3,044,483

DEPRECIATION

At 1 September 2023

11,629

270

11,899

Charge for year

25,365

3,808

29,173

At 31 August 2024

36,994

4,078

41,072

NET BOOK VALUE

At 31 August 2024

2,963,354

40,057

3,003,411

At 31 August 2023

2,370,902

2,916

2,373,818

Freehold property continues to be stated at cost less accumulated depreciation; the directors have not adopted the FRS 102 Section 17 revaluation model. In connection with the group's refinancing with State Bank of India (UK) Limited ( See note relating to post balance sheet events), an independent valuation was obtained from Anderson Wilde & Harris, chartered surveyors, dated 10 December 2024 (valuation date 21 October 2024), which indicated an open market value of £5,820,000 for the freehold property, compared with a net book value of £2,963,354 at 31 August 2024. This valuation was prepared for lending security purposes and does not represent a fair value assessment for financial reporting purposes; no adjustment has been made to the carrying value of the asset in these financial statements.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

918,208

181,652

Other debtors

2,101,418

91,492

3,019,626

273,144

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

590,807

288,803

Amounts owed to associates

4,203,733

481,378

Taxation and social security

259,815

247,028

Other creditors

5,214,247

4,696,520

10,268,602

5,713,729

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Sheetal Shah FCCA (Senior Statutory Auditor)

for and on behalf of Innovi Advisors Ltd

9.	CONTINGENT LIABILITIES

The company has given an unconditional, joint and several guarantee in favour of State Bank of India (UK) Limited of the obligations of all other borrowers and security providers under the £18,570,000 facility described above. At the date these financial statements were approved, the amount drawn under that facility was approximately £14,570,000. No provision has been made, as no default by any other group company has been identified.

10.	RELATED PARTY DISCLOSURES

Park Hill School Limited, First Steps (London) Limited, Trade Tower Limited, Warlingham Park School Limited, Walton Montessori Limited, Collingwood School Limited, Inspired Learning Group London Limited, Gidea Park College Limited, The Study School Limited, Inspired Learning Group(UK) Limited, Essendene Lodge School Limited, Westbury House School Limited, Grange Park Preparatory School Limited, Danesfield Manor School Limited, St Francis College Limited, Saint Felix School Limited, Yateley Manor School London Limited are considered related parties by virtue of Mr A Mehta's interest in these entities. The amounts owed by the company to these related parties amount to £4,203,733 (2023: £481,378). All balances are unsecured, interest-free and have no fixed date of repayment.

11.	POST BALANCE SHEET EVENTS

On 31 March 2025, Rookwood School Limited and other members of the wider Inspired Learning Group entered into a £18,570,000 senior secured term loan facility with State Bank of India (UK) Limited, drawn down between 3 and 28 April 2025. The facility refinanced the Kimberley Capital Limited loans previously held by Rookwood School Limited, Saint Felix School Limited and Yateley Manor School London Limited, all of which were redeemed in full by April 2025. The new facility is repayable as a single bullet payment on 31 March 2030, and is secured by fixed and floating charges over the assets of the borrowing and security-providing group companies, together with a personal guarantee from the ultimate controlling party. Each of Inspired Learning Group (London) Limited, Inspired Learning Group (London)(1) Limited, Rookwood School Limited, Saint Felix School Limited and Yateley Manor School London Limited has given an unconditional, joint and several guarantee of the whole facility, not only of its own drawn amount. This is a non-adjusting event: it did not exist at 31 August 2024 and does not change the amounts recognised in these financial statements.

12.	ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking is Inspired Learning Group (London) (1) Limited, a company incorporated in England and Wales (registered number 14031948), whose registered office is Georgian House, Park Lane, Stanmore, England, HA7 3HD.

The entire issued share capital of Inspired Learning Group (London) (1) Limited is held directly by Mr A Mehta, who is the ultimate controlling party.

13.	CHARGES AND GUARANTEES

On 31 March 2025 the company, together with eleven other companies under the control of Mr A Mehta (including its ultimate parent undertaking, Inspired Learning Group (London) (1) Limited, and Inspired Learning Group (London) Limited, as borrowers), entered into a facility agreement with State Bank of India (UK) Limited as lender, as amended on 31 March 2025 and 25 April 2025, for a term loan facility of up to £18,570,000.

Under clause 18 of that agreement each of the twelve obligors 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. Interest is payable at 2.40% per annum over the Bank of England Bank Rate, subject to a minimum Bank Rate of 3%. £14,570,000 had been drawn across the facility at the date of approval of these financial statements; no further drawings are available, the availability period having ended in April 2025.

The company is a party to that agreement as a propco. On 3 April 2025 it granted security in favour of State Bank of India (UK) Limited comprising fixed and floating charges over its assets, including its freehold interests registered under titles HP651379, HP640763 and HP475777.

The maximum liability under the guarantee is the total amount outstanding under the facility from time to time, being £14,570,000 at the date of approval of these financial statements. No liability has been recognised in these financial statements as the director does not consider it probable that the company will be called upon to meet it.