| REGISTERED NUMBER: 14031948 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| REGISTERED NUMBER: 14031948 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Director | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Statement of Financial Position | 11 |
| Company Statement of Financial Position | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Statement of Cash Flows | 15 |
| Notes to the Consolidated Statement of Cash Flows | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Certified Accountants&Statutory Auditors |
| 163 Herne Hill |
| London |
| SE24 9LR |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| PRINCIPAL ACTIVITY |
| Inspired Learning Group (London)(1) Limited is the ultimate holding company of the following companies: |
| - Yateley Manor School London Limited |
| - Saint Felix School Limited |
| - Rookwood School Limited |
| The principal activity of the group during the period under review was the provision of educational services through pre-primary, pre-preparatory and preparatory schooling. |
| REVIEW OF BUSINESS |
| The family of independent schools and nurseries deliver a rich education, combining passion and innovation to develop and inspire children in a nurturing environment for a vibrant future. We have invested in teachers, IT and infrastructure to create a forward-thinking environment that puts the pupils front and centre in small classes. |
| Our aim and ethos are to deliver inspired learning, designed to nurture each and every child's talent and help them achieve their full potential. All our preparatory schools are single form entry with capped class sizes of no more than 16 to ensure they are the destination of choice for families who seek engaging, co-educational and friendly learning environments with a holistic approach for every single child. |
| The Group continues to develop its management capability. All our schools and Nurseries are awarded good or above by Ofsted and ISI. |
| The operating loss for the year of £1,452,642 reflects the costs of growing the group's schools and is stated after a one-off profit of £1,899,999 on the disposal of freehold property by Saint Felix School Limited as well as including Yateley Manor School London Limited in its first period, which covers the period from 29 May 2023 to 31 August 2024 and has been consolidated under the merger method of accounting (see Note 2) and whose first period operating loss was £1,238,489. |
| Following the year end the group's freehold premises were valued in December 2024 at £22,090,000. This value is not reflected in shareholders' funds at 31 August 2024. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group's operations expose it to a range of financial and commercial risks. The principal risk facing the business is the continued enrolment of new students. The group manages its exposure to this risk by investing and allocating more resources to communications and customer relationships. |
| The group faces risks relating to the recruitment and retention of staff. This has intensified due to the cost-of-living pressures. The group offers various benefits and competitive remuneration packages to retain and attract high quality staff. |
| The group is exposed to interest rate risk. This is managed through regular review of the cash flow and trading results. |
| The group is exposed to regulatory risk. This is managed and monitored by a dedicated team to ensure continued compliance. |
| FINANCING AND LIQUIDITY RISK |
| The group has net current liabilities and relies on external borrowing and on support from entities under the common control of Mr A Mehta. Following the year end, the group refinanced its borrowings with a five-year term facility from State Bank of India (UK) Limited, repayable in March 2030, and the director monitors cash flow forecasts regularly. |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| FINANCIAL PERFORMANCE AND KEY PERFORMANCE INDICATORS |
| The consolidated results for the period and financial position of the Group are as shown below in the annexed financial statements. The Group's key financial highlights are as follows: |
Key Financial Indicators |
Year to 31 August 2024 |
Period to 31 August 2023 |
Variance 2024 vs 2023 |
| £ | £ |
| Turnover | 12,706,959 | 5,601,241 | 127% |
| Cost of Sales | 12,613,376 | 5,987,722 | 111% |
| Gross Profit | 93,583 | (386,481) |
| Gross Profit % | 0.74% | (6.90%) |
| Administrative Expenses | 3,905,475 | 2,066,827 | 89% |
| (Loss)/Profit for the financial year | (2,736,437) | (2,933,316) | 7% reduction |
| FUTURE DEVELOPMENT |
| The Group continues to seek and develop expansion opportunities across all its academic activities in the UK. |
| EQUAL OPPORTUNITIES |
| The Group is committed to ensuring that applicants and employees from all sections of the community are treated equally and not discriminated against on the grounds of gender, colour, race, nationality, marital or civil partnership status, religion or belief, sexual orientation, disability or age. |
| There are procedures in place which assist us in monitoring who is applying for employment with us, our adherence to equal opportunities best practice and our progress towards identifying any barriers to diversity among our workforce. These objectives comply with the requirements of the Equality Act 2010. |
| ON BEHALF OF THE BOARD: |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The director presents his report with the financial statements of the company and the group for the year ended 31 August 2024. |
| 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 |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Group 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). 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Innovi Advisors Ltd, will be deemed to be reappointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| Opinion |
| We have audited the financial statements of Inspired Learning Group (London) (1) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 August 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the 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 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 Group 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 Group 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 Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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 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 four, 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 group's and the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| 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: |
| 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 key laws and regulations we have considered in this context included the Companies Act 2006, pension and tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD |
| 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. |
| for and on behalf of |
| Chartered Certified Accountants&Statutory Auditors |
| 163 Herne Hill |
| London |
| SE24 9LR |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 12,706,959 | 5,601,241 |
| Cost of sales | 12,613,376 | 5,987,722 |
| GROSS PROFIT/(LOSS) | 93,583 | (386,481 | ) |
| Administrative expenses | 3,905,475 | 2,066,827 |
| (3,811,892 | ) | (2,453,308 | ) |
| Other operating income | 2,359,250 | 40,230 |
| OPERATING LOSS | 4 | (1,452,642 | ) | (2,413,078 | ) |
| Exceptional items | 5 | 236,267 | - |
| (1,688,909 | ) | (2,413,078 | ) |
| Interest payable and similar expenses | 6 | 1,036,746 | 520,238 |
| LOSS BEFORE TAXATION | (2,725,655 | ) | (2,933,316 | ) |
| Tax on loss | 7 | 10,782 | - |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (2,736,437 | ) | (2,933,316 | ) |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | (2,736,437 | ) | (2,933,316 | ) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(2,736,437 |
) |
(2,933,316 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (2,736,437 | ) | (2,933,316 | ) |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 3,060,256 | 2,793,899 |
| Tangible assets | 10 | 11,103,945 | 5,716,447 |
| Investments | 11 | - | - |
| 14,164,201 | 8,510,346 |
| CURRENT ASSETS |
| Stocks | 12 | 602 | 601 |
| Debtors | 13 | 6,687,826 | 2,247,776 |
| Cash at bank and in hand | 511,787 | 188,887 |
| 7,200,215 | 2,437,264 |
| CREDITORS |
| Amounts falling due within one year | 14 | 27,490,433 | 11,097,972 |
| NET CURRENT LIABILITIES | (20,290,218 | ) | (8,660,708 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
(6,126,017 |
) |
(150,362 |
) |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
- |
(3,250,000 |
) |
| PROVISIONS FOR LIABILITIES | 17 | (10,782 | ) | - |
| NET LIABILITIES | (6,136,799 | ) | (3,400,362 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 1 | 1 |
| Retained earnings | 19 | (6,136,800 | ) | (3,400,363 | ) |
| SHAREHOLDERS' FUNDS | (6,136,799 | ) | (3,400,362 | ) |
| The financial statements were approved by the director and authorised for issue on 19 October 2026 and were signed by: |
| A Mehta - Director |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | - | - |
| The financial statements were approved by the director and authorised for issue on |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2022 | - | (467,047 | ) | (467,047 | ) |
| Changes in equity |
| Issue of share capital | 1 | - | 1 |
| Total comprehensive income | - | (2,933,316 | ) | (2,933,316 | ) |
| Balance at 31 August 2023 | 1 | (3,400,363 | ) | (3,400,362 | ) |
| Changes in equity |
| Total comprehensive income | - | (2,736,437 | ) | (2,736,437 | ) |
| Balance at 31 August 2024 | 1 | (6,136,800 | ) | (6,136,799 | ) |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Balance at 31 August 2023 |
| Changes in equity |
| Balance at 31 August 2024 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (2,741,024 | ) | (815,175 | ) |
| Interest paid | (1,036,746 | ) | (520,238 | ) |
| Net cash from operating activities | (3,777,770 | ) | (1,335,413 | ) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (672,637 | ) | (947,270 | ) |
| Purchase of tangible fixed assets | (5,620,424 | ) | (3,565,095 | ) |
| Purchase of fixed asset investments | (500 | ) | - |
| Sale of tangible fixed assets | 1,900,000 | 17,034 |
| Sale of fixed asset investments | 500 | - |
| Net cash from investing activities | (4,393,061 | ) | (4,495,331 | ) |
| Cash flows from financing activities |
| Movement in loans | 3,847,259 | 6,750,695 |
| Intercompany comparative | - | (4,843,232 | ) |
| Loans from related parties | 4,646,472 | 4,112,167 |
| Share issue | - | 1 |
| Net cash from financing activities | 8,493,731 | 6,019,631 |
| Increase in cash and cash equivalents | 322,900 | 188,887 |
| Cash and cash equivalents at beginning of year |
2 |
188,887 |
- |
| Cash and cash equivalents at end of year | 2 | 511,787 | 188,887 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Loss before taxation | (2,725,655 | ) | (2,933,316 | ) |
| Depreciation charges | 639,205 | 361,284 |
| Profit on disposal of fixed assets | (1,899,999 | ) | (14 | ) |
| Finance costs | 1,036,746 | 520,238 |
| (2,949,703 | ) | (2,051,808 | ) |
| Increase in stocks | (1 | ) | (601 | ) |
| Increase in trade and other debtors | (4,440,050 | ) | (2,247,776 | ) |
| Increase in trade and other creditors | 4,648,730 | 3,485,010 |
| Cash generated from operations | (2,741,024 | ) | (815,175 | ) |
| 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 | 511,787 | 188,887 |
| Year ended 31 August 2023 |
| 31.8.23 | 1.9.22 |
| £ | £ |
| Cash and cash equivalents | 188,887 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.9.23 | Cash flow | At 31.8.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 188,887 | 322,900 | 511,787 |
| 188,887 | 322,900 | 511,787 |
| Debt |
| Debts falling due within 1 year | (3,500,695 | ) | (7,097,259 | ) | (10,597,954 | ) |
| Debts falling due after 1 year | (3,250,000 | ) | 3,250,000 | - |
| (6,750,695 | ) | (3,847,259 | ) | (10,597,954 | ) |
| Total | (6,561,808 | ) | (3,524,359 | ) | (10,086,167 | ) |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | STATUTORY INFORMATION |
| Inspired Learning Group (London) (1) Ltd is a |
| The current financial period covers the 12 months ended 31 August 2024. The comparative figures cover the longer period from incorporation on 07 April 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. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The group financial statements consolidate the financial statements of Inspired Learning Group (London) (1) Limited and its subsidiary undertakings made up to 31 August each year. Intra-group transactions, balances and unrealised gains are eliminated in full on consolidation. |
| Rookwood School Limited was incorporated as a subsidiary of the company on 21 December 2022 and has been consolidated from that date. |
| The company’s acquisitions of Saint Felix School Limited and of Yateley Manor School London Limited (on 13 August 2024) were group reconstructions. Before and after each transfer, the companies were under the common control of Mr A Mehta, and no non-controlling interest changed. They have therefore been accounted for using merger accounting under Section 19 of FRS 102. The results and net assets of these subsidiaries are included as if they had always been part of the group. Accordingly, the consolidated results include the full results of Yateley Manor School London Limited from its incorporation on 29 May 2023. |
| No financial statements of Yateley Manor School London Limited were prepared for a period ending 31 August 2023. Its first accounting period ran from 29 May 2023 to 31 August 2024, and its results for that whole period are included in the consolidated results for the year ended 31 August 2024. |
| No fair value adjustments have been made and no goodwill arises on consolidation. The group’s opening retained earnings of £(467,047) represent the accumulated reserves of Saint Felix School Limited at 31 August 2022. |
| The Companies Act 2006 permits merger accounting only where the conditions in Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 are met, including that the shares in the subsidiary were acquired in exchange for an issue of equity shares by the parent. The company did not issue shares to acquire either subsidiary, so these conditions were not met. The director considers that, because the transfers were reorganisations of entities under common control with no change in ultimate ownership, acquisition accounting would not give a true and fair view. The director has therefore departed from these requirements under section 404(5) of the Companies Act 2006. Had acquisition accounting been applied, goodwill of approximately £1,984,386 would have arisen on consolidation before fair value adjustments. The group loss for the year would have been approximately £1,219,098 before goodwill amortisation, opening group retained earnings would have been £nil, and group net liabilities at 31 August 2024 would have been correspondingly lower. |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Tangible fixed assets |
| Freehold property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| 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. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Going concern |
| The Group’s principal activities are carried out through its subsidiaries, Rookwood School Limited, Saint Felix School Limited and Yateley Manor School London Limited. The company is one of the two Borrowers under the facility described in note 23. |
| At 31 August 2024, the Group had aggregate net current liabilities of £20,290,218 (Inspired Learning Group (London)(1) Limited: £299, Saint Felix School Limited: £7,617,613, Rookwood School Limited: £7,001,446 and Yateley Manor School London Limited: £5,670,860), aggregate net liabilities of £6,136,799 and aggregate cash at bank of £511,787. |
| Subsequent to the year end, the Group refinanced the borrowings of two subsidiaries from Kimberley Capital Limited with a new five-year term facility from State Bank of India (UK) Limited. Interest only is payable during the term of the facility, with the principal balance falling due for repayment on 31 March 2030. |
| Following the year end the group's freehold premises were valued in December 2024 at £22,090,000. This value is not reflected in shareholders' funds at 31 August 2024 |
| The director has prepared cash flow and profit and loss forecasts covering a period of at least twelve months from the date on which these financial statements are authorised for issue. Having made appropriate enquiries and considered the forecasts and the support available within the Group and from Mr A Mehta, the director has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 8,939,393 | 4,780,757 |
| Social security costs | 793,702 | 333,863 |
| Other pension costs | 1,020,371 | 101,484 |
| 10,753,466 | 5,216,104 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Head Office | 30 | 30 |
| School and Nurseries | 296 | 216 |
| 2024 | 2023 |
| £ | £ |
| Director's remuneration | - | - |
| 4. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets | 232,925 | 108,398 |
| Profit on disposal of fixed assets | (1,899,999 | ) | (14 | ) |
| Goodwill amortisation | 405,219 | 252,886 |
| Development costs amortisation | 378 | - |
| Computer software amortisation | 683 | - |
| Auditors' remuneration | 20,450 | - |
| 5. | EXCEPTIONAL ITEMS |
| 2024 | 2023 |
| £ | £ |
| Exceptional items | (236,267 | ) | - |
| Exceptional costs of £236,267 (2023: £nil), charged in arriving at the loss for the year, include charges relating to redundancy and restructuring incurred as a result of the reorganisation of the group’s operations. |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Other Interest Payable | 1,036,746 | 520,238 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 10,782 | - |
| Tax on loss | 10,782 | - |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 7. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Loss before tax | (2,725,655 | ) | (2,933,316 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 21.520 %) |
(681,414 |
) |
(631,250 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 112,625 | 54,529 |
| Capital allowances in excess of depreciation | (59,225 | ) | (132,613 | ) |
| Unrelieved tax losses carried forward | 628,014 | 709,334 |
| Deferred tax on accelerated capital allowances | 10,782 | - |
| Total tax charge | 10,782 | - |
| 8. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Development | Computer |
| Goodwill | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 September 2023 | 3,397,190 | - | - | 3,397,190 |
| Additions | 655,000 | 5,637 | 12,000 | 672,637 |
| At 31 August 2024 | 4,052,190 | 5,637 | 12,000 | 4,069,827 |
| AMORTISATION |
| At 1 September 2023 | 603,291 | - | - | 603,291 |
| Amortisation for year | 405,219 | 378 | 683 | 406,280 |
| At 31 August 2024 | 1,008,510 | 378 | 683 | 1,009,571 |
| NET BOOK VALUE |
| At 31 August 2024 | 3,043,680 | 5,259 | 11,317 | 3,060,256 |
| At 31 August 2023 | 2,793,899 | - | - | 2,793,899 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Freehold | Plant and | and | Computer |
| property | machinery | fittings | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 September 2023 | 4,832,753 | 349,738 | 642,122 | 60,829 | 5,885,442 |
| Additions | 5,149,538 | 86,693 | 270,781 | 113,412 | 5,620,424 |
| Disposals | (1 | ) | - | - | - | (1 | ) |
| At 31 August 2024 | 9,982,290 | 436,431 | 912,903 | 174,241 | 11,505,865 |
| DEPRECIATION |
| At 1 September 2023 | 55,937 | 12,222 | 79,428 | 21,408 | 168,995 |
| Charge for year | 99,687 | 38,828 | 79,427 | 14,983 | 232,925 |
| At 31 August 2024 | 155,624 | 51,050 | 158,855 | 36,391 | 401,920 |
| NET BOOK VALUE |
| At 31 August 2024 | 9,826,666 | 385,381 | 754,048 | 137,850 | 11,103,945 |
| At 31 August 2023 | 4,776,816 | 337,516 | 562,694 | 39,421 | 5,716,447 |
| 11. | FIXED ASSET INVESTMENTS |
| Group |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions | 500 |
| Disposals | (500 | ) |
| At 31 August 2024 | - |
| NET BOOK VALUE |
| At 31 August 2024 | - |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 September 2023 |
| Additions |
| Disposals | ( |
) |
| At 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Georgian House, Park Lane, Stanmore, England, HA7 3HD |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 |
| £ |
| Aggregate capital and reserves | ( |
) |
| Loss for the year | ( |
) |
| Registered office: Georgian House, Park Lane, Stanmore, England, HA7 3HD |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Georgian House, Park Lane, Stanmore, England, HA7 3HD |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| Loss for the year | ( |
) | ( |
) |
| Subsidiaries excluded from consolidation |
| During the year the company held the following subsidiary undertakings, which have not been included in the consolidation: |
| Subsidiary | Held from | Disposed of |
| The Orchard Hampton Day Nursery Limited | 13 July 2023 | 13 August 2024 |
| Sunninghill School Limited | 26 September 2023 | 13 August 2024 |
| Eton End School Limited | 6 January 2024 | 13 August 2024 |
| Derby Grammar School Limited | 12 February 2024 | 13 August 2024 |
| St Francis College Limited | 1 August 2024 | 13 August 2024 |
| These interests were acquired and held exclusively with a view to their subsequent transfer to other groups under the common control of Mr A Mehta, as part of the wider reorganisation of the Inspired Learning Group. They have therefore been excluded from consolidation under section 405(3)(c) of the Companies Act 2006 and paragraph 9.9A of FRS 102. They were accounted for as investments at cost and were sold on 13 August 2024 for £500, equal to their cost, to entities under the common control of Mr A Mehta. Their results are included in the consolidated financial statements of the groups to which they were transferred. |
| 12. | STOCKS |
| Group |
| 2024 | 2023 |
| £ | £ |
| Work-in-progress | 602 | 601 |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 2,650,507 | 533,882 |
| Other debtors | 2,228,231 | 1,622,467 |
| Amounts owed by related | 1,325,841 | - | - | - |
| Directors loan accounts | 40,199 | - | - | - |
| Prepayments | 443,048 | 91,427 |
| 6,687,826 | 2,247,776 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 16) | 3,250,000 | 3,250,000 |
| Other loans (see note 16) | 7,347,954 | 250,695 |
| Trade creditors | 1,472,476 | 768,299 |
| Corporation tax | 100 | 100 |
| Amount owed to related parties | 8,758,639 | 4,112,167 | 299 | 300 |
| Social security & other taxes | 542,893 | 374,866 |
| Other creditors | 5,584,092 | 1,662,231 |
| Directors loan account | 12,000 | 64,367 | - | - |
| Accruals | 112,713 | 116,845 |
| Deferred income | 409,566 | 498,402 | - | - |
| 27,490,433 | 11,097,972 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 2024 | 2023 |
| £ | £ |
| Other loans (see note 16) | - | 3,250,000 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 3,250,000 | 3,250,000 |
| Other loans | 7,347,954 | 250,695 |
| 10,597,954 | 3,500,695 |
| Amounts falling due between two and five | years: |
| Other loans - 2-5 years | - | 3,250,000 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 16. | LOANS - continued |
| Secured debts |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank loans | 3,250,000 | 3,250,000 |
| Other loans | 7,347,954 | 3,500,695 |
| Total loans | 10,597,954 | 6,750,695 |
| At 31 August 2024 the group’s loans from Kimberley Capital Limited were secured by fixed and floating charges over the assets of the borrowing subsidiaries, Rookwood School Limited and Yateley Manor School London Limited, including legal charges over their freehold properties. They were also secured by debentures granted by the company dated 14 March 2023 and 27 June 2023, the second including a charge over the company’s entire shareholding in Rookwood School Limited. The related Kimberley Capital Limited loans were repaid in April 2025 from the State Bank of India (UK) Limited facility described in note 21. |
| 17. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 10,782 | - |
| Group |
| Deferred |
| tax |
| £ |
| Provided during year | 10,782 |
| Balance at 31 August 2024 | 10,782 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 1 | 1 |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 19. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 September 2023 | (3,400,363 | ) |
| Deficit for the year | (2,736,437 | ) |
| At 31 August 2024 | (6,136,800 | ) |
| Company |
| Retained |
| earnings |
| £ |
| Profit for the year |
| At 31 August 2024 |
| 20. | RELATED PARTY DISCLOSURES |
| Park Hill School Limited, First Steps (London) Limited, Tradetower Limited, Warlingham Park School Limited, The Orchard Kew Day Nursery Limited, Walton Montessori Limited, Collingwood School Limited, Inspired Learning Group (London) Limited, Gidea Park College Limited, The Study School Limited, Inspired Learning Group (UK) 2 Limited, Essendene Lodge School Limited, Oakseal Limited, Danesfield Manor School Limited, Inspired Learning Group (London) (2) Limited, Westbury House School Limited, Grange Park Preparatory School Limited, St Francis College Limited, Sunninghill School Limited, Derby Grammar School Limited, The Orchard Hampton Day Nursery Limited, Eton End School Limited and Wood Wharf Kindergarten Limited are considered related parties by virtue of Mr A Mehta's interest in these entities. At 31 August 2024, the group owed £8,758,639 to related parties (2023: £4,112,167) and was owed £1,325,841 by related parties (2023: £Nil). No interest is charged on these balances. |
| On 13 August 2024 the company sold its entire shareholdings in The Orchard Hampton Day Nursery Limited, Sunninghill School Limited, Eton End School Limited, Derby Grammar School Limited and St Francis College Limited to entities under the common control of Mr A Mehta for a total consideration of £500, equal to their cost. No gain or loss arose on the disposals. |
| As at 31 August 2024, Mr A Mehta owed the Group £28,199. |
| INSPIRED LEARNING GROUP (LONDON) (1) LTD (REGISTERED NUMBER: 14031948) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 21. | POST BALANCE SHEET EVENTS |
| On 31 March 2025, Inspired Learning Group (London) (1) 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, of which the company's own tranche was £7,040,000. |
| The facility refinanced the Kimberley Capital Limited loans previously held by Rookwood 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 the twelve obligors, including the company, 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. |
| Two further charges in favour of Kimberley Capital Limited were registered on 28 November 2024 and 19 December 2024. |
| 22. | ULTIMATE CONTROLLING PARTY |
| The controlling party is A Mehta. |
| Mr A Mehta controls 100% of the share capital of Inspired Learning Group (London) (1) Limited, which is the ultimate parent company of the group. |
| 23. | CHARGES AND GUARANTEES |
| On 31 March 2025 the company, as one of the two Borrowers, together with eleven other companies under the control of Mr A Mehta (including Inspired Learning Group (London) Limited, as the other borrower, and the company's subsidiaries Rookwood School Limited, Saint Felix School Limited and Yateley Manor School London Limited, as propcos), 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. |
| The company drew down £7,040,000 of its own tranche under that facility, repayable as a single bullet payment on 31 March 2030, with interest only payable during the term at 2.40% per annum over the Bank of England Bank Rate, subject to a minimum Bank Rate of 3%. |
| Under clause 18 of the 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. £14,570,000 had been drawn across the whole facility at the date of approval of these financial statements; no further drawings are available, the availability period having ended in April 2025. |
| On 3 April 2025 the company granted security in favour of State Bank of India (UK) Limited under a debenture comprising fixed and floating charges over the whole of its assets, including its shareholdings in Rookwood School Limited and Yateley Manor School London Limited. |
| 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. |
| At 31 August 2024 the company had granted two fixed and floating charges under debentures dated 14 March 2023 and 27 June 2023 in favour of Kimberley Capital Limited, the second over 100% of the shares in Rookwood School Limited. The charge dated 27 June 2023 was satisfied on 22 April 2025. The charge dated 14 March 2023 remains registered as outstanding at the date of approval. These are in addition to the debenture given to State Bank of India (UK) Limited described above. |