REGISTERED NUMBER: 13254847 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR

SAINT FELIX SCHOOL LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTOR:

A Mehta

REGISTERED OFFICE:

Georgian House

Park Lane

Stanmore

HA7 3HD

REGISTERED NUMBER:

13254847 (England and Wales)

AUDITORS:

Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

The director presents his strategic report for the year ended 31 August 2024.

REVIEW OF BUSINESS

The company is an independent through school operator.

The company reported an operating profit for the year of £252,071 (2023: loss £403,713) following the sale of certain land, and reported shareholders' funds at 31 August 2024 were £(1,458,678)) (2023: £(1,295,623).

Following the year end the company's freehold premises were valued in December 2024 at £8,000,000. This value is not reflected in shareholders' funds at 31 August 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is a borrower under a loan facility of £3,250,000 provided by Kimberley Capital Limited, which had been fully drawn by the company at the date of approval of these financial statements. Interest only is payable during the term and is payable at 11.25% per annum.

Guarantee exposure. The company has given guarantees, jointly and severally with eleven other obligors, in respect of group borrowings with State Bank of India (UK) Limited. Details are given in notes to the financial statements.

Regulatory and sector risk. The company operates an independent school and nursery, and is exposed to changes in education policy, Ofsted and ISI regulation, and demand for fee-paying places.

ON BEHALF OF THE BOARD:

A Mehta - Director

7 October 2026

The director presents his report with the financial statements of the company for the year ended 31 August 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of pre-preparatory and preparatory school.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

A Mehta held office during the whole of the period from 1 September 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Innovi Advisors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Mehta - Director

7 October 2026

Opinion

We have audited the financial statements of Saint Felix School Limited (the 'company') for the year ended 31 August 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of 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 August 2024 and of its loss for the year then ended;

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

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

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 Auditors' 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 director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

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 identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 Statement of Director's Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Using our general commercial and sector experience and through discussions with the directors and management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management's own assessment of the risks that irregularities may occur either as a result of fraud or error.

- We examined the company's regulatory and legal correspondence and discussed with the directors and management any known or suspected instances of fraud or non-compliance with laws and regulations.

- We communicated identified laws and regulations and potential fraud risks to all engagement team members and

remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

- In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.

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 from error, as fraud may involve deliberate concealment by, for example, forgery or intentional

misrepresentation, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Sheetal Shah FCCA (Senior Statutory Auditor)

for and on behalf of Innovi Advisors Ltd

Chartered Certified Accountant& Statutory Auditors

163 Herne Hill

London

SE24 9LR

7 October 2026

TURNOVER

3,817,400

4,468,185

Cost of sales

3,893,601

3,517,509

GROSS (LOSS)/PROFIT

(76,201

)

950,676

Administrative expenses

1,823,117

1,369,094

(1,899,318

)

(418,418

)

Other operating income

2,151,389

14,704

OPERATING PROFIT/(LOSS)

4

252,071

(403,714

)

Exceptional items

5

13,000

-

239,071

(403,714

)

Interest payable and similar expenses

6

402,126

424,962

LOSS BEFORE TAXATION

(163,055

)

(828,676

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(163,055

)

(828,676

)

LOSS FOR THE YEAR

(163,055

)

(828,676

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(163,055

)

(828,676

)

FIXED ASSETS

Intangible assets

8

2,201,473

1,854,523

Tangible assets

9

3,957,462

3,342,629

6,158,935

5,197,152

CURRENT ASSETS

Stocks

10

601

601

Debtors

11

3,029,074

1,974,831

Cash and cash equivalents

207,855

166,036

3,237,530

2,141,468

CREDITORS

Amounts falling due within one year

12

10,855,143

5,384,243

NET CURRENT LIABILITIES

(7,617,613

)

(3,242,775

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,458,678

)

1,954,377

CREDITORS

Amounts falling due after more than one year

13

-

3,250,000

NET LIABILITIES

(1,458,678

)

(1,295,623

)

CAPITAL AND RESERVES

Called up share capital

15

100

100

Retained earnings

16

(1,458,778

)

(1,295,723

)

SHAREHOLDERS' FUNDS

(1,458,678

)

(1,295,623

)

The financial statements were approved by the director and authorised for issue on 7 October 2026 and were signed by:

A Mehta - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2022

100

(467,047

)

(466,947

)

Changes in equity

Total comprehensive income

-

(828,676

)

(828,676

)

Balance at 31 August 2023

100

(1,295,723

)

(1,295,623

)

Changes in equity

Total comprehensive income

-

(163,055

)

(163,055

)

Balance at 31 August 2024

100

(1,458,778

)

(1,458,678

)

Cash flows from operating activities

Cash generated from operations

1

(28,206

)

1,688,615

Interest paid

(402,126

)

(424,962

)

Net cash from operating activities

(430,332

)

1,263,653

Cash flows from investing activities

Purchase of intangible fixed assets

(657,700

)

-

Purchase of tangible fixed assets

(770,149

)

(1,179,378

)

Sale of tangible fixed assets

1,900,000

17,034

Net cash from investing activities

472,151

(1,162,344

)

Increase in cash and cash equivalents

41,819

101,309

Cash and cash equivalents at beginning of year

2

166,036

64,727

Cash and cash equivalents at end of year

2

207,855

166,036

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(163,055

)

(828,676

)

Depreciation charges

466,065

341,491

Profit on disposal of fixed assets

(1,899,999

)

(14

)

Movement in amounts owed to group undert

276,970

80,000

Movement in amounts owed to associates

1,003,818

1,342,409

Finance costs

402,126

424,962

85,925

1,360,172

(Increase)/decrease in trade and other debtors

(1,054,243

)

461,681

Increase/(decrease) in trade and other creditors

940,112

(133,238

)

Cash generated from operations

(28,206

)

1,688,615

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

207,855

166,036

Year ended 31 August 2023

31.8.23

1.9.22

£

£

Cash and cash equivalents

166,036

64,727

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.9.23

Cash flow

At 31.8.24

£

£

£

Net cash

Cash and cash equivalents

166,036

41,819

207,855

166,036

41,819

207,855

Debt

Debts falling due within 1 year

-

(3,250,000

)

(3,250,000

)

Debts falling due after 1 year

(3,250,000

)

3,250,000

-

(3,250,000

)

-

(3,250,000

)

Total

(3,083,964

)

41,819

(3,042,145

)

1.	STATUTORY INFORMATION

Saint Felix 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.

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

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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) (1) Limited. At 31 August 2024 the company had net current liabilities of £7,617,613 and cash at bank of £207,855 . Included within amounts falling due within one year are amounts owed to group undertakings of £356,970 and £4,554,607 owed to related parties, which the company's parent undertaking has confirmed will not be demanded in a manner that would prejudice the company's ability to meet its other obligations as they fall due.

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 owed £4,554,607 to related parties and £356,970 to group undertakings.

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 arising on the acquisition of a business is the excess of the cost of the acquisition over the fair value of the identifiable assets and liabilities acquired. It is amortised evenly over its estimated useful life of ten years, from the date of acquisition. Goodwill is reviewed for impairment when there are indicators that it may be impaired, and any impairment is recognised in profit or loss immediately.

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.

Freehold property

-

1% on cost

Plant and machinery

-

10% on reducing balance

Fixtures and fittings

-

10% on reducing balance

Computer equipment

-

20% on reducing balance

Tangible fixed assets are stated at cost less accumulated depreciation and any impairment. Freehold land is not depreciated.

Stocks

Work in progress is valued at the lower of cost and net realisable value.

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.

Financial instruments

The company has elected to apply sections 11 and 12 of FRS 102 to all of its financial instruments. Basic financial assets and liabilities, including trade and other debtors and creditors, loans, and amounts owed to and by group undertakings and related parties, are measured at amortised cost, or at transaction price where they are repayable on demand or within one year.

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.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,781,044

2,787,599

Social security costs

267,984

239,424

Other pension costs

196,770

(80,512

)

3,245,798

2,946,511

The average number of employees during the year was as follows:

2024

2023

121

120

2024

2023

£

£

Director's remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

155,315

96,499

Profit on disposal of fixed assets

(1,899,999

)

(14

)

Goodwill amortisation

310,492

244,992

Development costs amortisation

258

-

Auditors' remuneration

6,150

-

During the year the company sold land parcel to Hill Residential Limited for net proceeds of £1,900,000 after adjustment of work contract as stipulated in agreement. The asset had a carrying amount of £1 at the date of sale, giving a profit on disposal of £1,899,999, which is included in Income Statement. The buyer is not a related party of the company.

5.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional items

(13,000

)

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other Interest Payable

402,126

424,962

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 August 2024 nor for the year ended 31 August 2023.

8.	INTANGIBLE FIXED ASSETS

Development

Goodwill

costs

Totals

£

£

£

COST

At 1 September 2023

2,449,920

-

2,449,920

Additions

655,000

2,700

657,700

At 31 August 2024

3,104,920

2,700

3,107,620

AMORTISATION

At 1 September 2023

595,397

-

595,397

Amortisation for year

310,492

258

310,750

At 31 August 2024

905,889

258

906,147

NET BOOK VALUE

At 31 August 2024

2,199,031

2,442

2,201,473

At 31 August 2023

1,854,523

-

1,854,523

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 September 2023

2,450,222

348,527

641,776

59,200

3,499,725

Additions

343,719

67,533

250,214

108,683

770,149

Disposals

(1

)

-

-

-

(1

)

At 31 August 2024

2,793,940

416,060

891,990

167,883

4,269,873

DEPRECIATION

At 1 September 2023

44,308

12,170

79,413

21,205

157,096

Charge for year

26,317

37,416

78,221

13,361

155,315

At 31 August 2024

70,625

49,586

157,634

34,566

312,411

NET BOOK VALUE

At 31 August 2024

2,723,315

366,474

734,356

133,317

3,957,462

At 31 August 2023

2,405,914

336,357

562,363

37,995

3,342,629

10.

STOCKS

2024

2023

£

£

Work-in-progress

601

601

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

951,441

352,230

Other debtors

2,000,029

1,548,232

Directors loan accounts

40,199

-

Prepayments

37,405

74,369

3,029,074

1,974,831

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts (see note 14)

3,250,000

-

Trade creditors

624,541

479,496

Amounts owed to group undertakings

356,970

80,000

Amounts owed to associates

4,554,607

3,550,789

Corporation tax

100

100

Social security & other taxes

59,176

127,838

Other creditors

1,986,175

1,136,494

Accruals and deferred income

23,574

9,526

10,855,143

5,384,243