REGISTERED NUMBER: 11940093 (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) LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

19

DIRECTOR:

A Mehta

REGISTERED OFFICE:

Georgian House

Park Lane

Stanmore

HA7 3HD

REGISTERED NUMBER:

11940093 (England and Wales)

AUDITORS:

Innovi Advisors Ltd

Chartered Certified Accountants&Statutory Auditors

163 Herne Hill

London

SE24 9LR

The director presents his strategic report of the company and the group for the year ended 31 August 2024.

PRINCIPAL ACTIVITY

Inspired Learning Group (London) Limited is the ultimate holding company of the following companies:

Collingwood School Limited

Gidea Park College Limited

The Orchard Kew Day Nursery Limited

Walton Montessori Limited

Warlingham Park School Limited

WPPS London Limited (Dissolved on 15 April 2025)

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 Group achieved a 19% increase in revenue during the year, while maintaining relatively stable gross margins and exercising tight control over administrative costs, resulting in a £57,006 increase in profit before tax to £394,346 for the year. During the year, the net assets of the group increased by £922,414 to £5,262,685 at the year end.

After the year end, the Group's freehold and leasehold properties were valued at £16,740,000 on an open market basis, with certain properties valued by the Director and others by Anderson Wilde & Harris, a firm of chartered surveyors. The valuations have not been reflected in these financial statements as they relate to conditions arising after the reporting date.

With effect from 1 January 2025, all education, boarding and vocational training provided for a charge by private schools in the UK became subject to VAT at the standard rate, including pre-payments made on or after 29 July 2024 for terms starting on or after 1 January 2025. Although the schools are able to reclaim VAT on some of their costs, recovery is restricted, and not all of the additional cost can be absorbed or offset. This places the Group's schools in a less favourable financial position, along with other schools in the country. In response, the Group is focusing on tighter cost control, greater operational efficiency, the realisation of synergies across its schools and the diversification of its income streams to limit the impact on fees.

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.

The director monitors cash flow forecasts regularly.

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 to31 August 2024

Year to31 August 2023

Variance2024 vs 2023

£

£

£

Turnover

6,661,682

5,598,737

19%

Cost of Sales

4,374,301

3,755,525

16%

Gross Profit

2,287,381

1,843,212

24%

Gross Profit %

34%

33%

1%

Administrative Expenses

1,284,259

1,148,336

12%

Profit for the financial year

301,250

967

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:

A Mehta - Director

29 October 2026

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

DIVIDENDS

During the financial year, the company declared and paid dividends totalling £115,830.

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 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 proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Mehta - Director

29 October 2026

Opinion

We have audited the financial statements of Inspired Learning Group (London) 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 profit 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.

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 five, 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.

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.

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 Accountants&Statutory Auditors

163 Herne Hill

London

SE24 9LR

29 October 2026

TURNOVER

6,661,682

5,598,737

Cost of sales

4,374,301

3,755,525

GROSS PROFIT

2,287,381

1,843,212

Administrative expenses

1,284,259

1,148,336

1,003,122

694,876

Other operating income

71,637

118,319

OPERATING PROFIT

4

1,074,759

813,195

Interest receivable and similar income

173

29

1,074,932

813,224

Interest payable and similar expenses

5

680,586

475,884

PROFIT BEFORE TAXATION

394,346

337,340

Tax on profit

6

93,096

336,373

PROFIT FOR THE FINANCIAL YEAR

301,250

967

Profit attributable to:

Owners of the parent

301,250

967

PROFIT FOR THE YEAR

301,250

967

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

301,250

Prior year adjustment

(18,994

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(18,027

)

Total comprehensive income attributable to:

Owners of the parent

301,250

(18,027

)

FIXED ASSETS

Intangible assets

10

66,205

16,691

Tangible assets

11

10,703,598

10,472,918

Investments

12

-

-

10,769,803

10,489,609

CURRENT ASSETS

Stocks

13

13,339

13,339

Debtors

14

5,859,968

2,231,684

Cash at bank

577,130

752,576

6,450,437

2,997,599

CREDITORS

Amounts falling due within one year

15

7,953,125

2,563,549

NET CURRENT (LIABILITIES)/ASSETS

(1,502,688

)

434,050

TOTAL ASSETS LESS CURRENT LIABILITIES

9,267,115

10,923,659

CREDITORS

Amounts falling due after more than one year

16

(2,382,705

)

(5,204,343

)

PROVISIONS FOR LIABILITIES

20

(1,621,725

)

(1,379,045

)

NET ASSETS

5,262,685

4,340,271

CAPITAL AND RESERVES

Called up share capital

21

10

10

Revaluation reserve

22

4,039,790

4,039,790

Retained earnings

22

485,891

300,471

SHAREHOLDERS' FUNDS

4,525,691

4,340,271

NON-CONTROLLING INTERESTS

23

736,994

-

TOTAL EQUITY

5,262,685

4,340,271

The financial statements were approved by the director and authorised for issue on 29 October 2026 and were signed by:

A Mehta - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

1,824,769

1,754,615

Investments

12

1,922,341

1,897,671

3,747,110

3,652,286

CURRENT ASSETS

Debtors

14

1,559,816

1,690,736

Cash at bank and in hand

145,343

156,091

1,705,159

1,846,827

CREDITORS

Amounts falling due within one year

15

5,392,961

388,050

NET CURRENT (LIABILITIES)/ASSETS

(3,687,802

)

1,458,777

TOTAL ASSETS LESS CURRENT LIABILITIES

59,308

5,111,063

CREDITORS

Amounts falling due after more than one year

16

-

5,055,913

NET ASSETS

59,308

55,150

CAPITAL AND RESERVES

Called up share capital

21

10

10

Retained earnings

22

59,298

55,140

SHAREHOLDERS' FUNDS

59,308

55,150

Company's profit for the financial year

119,988

77,698

The financial statements were approved by the director and authorised for issue on 22 September 2026 and were signed by:

A Mehta - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 September 2022

10

391,829

4,039,790

Prior year adjustment

-

(18,994

)

-

As restated

10

372,835

4,039,790

Changes in equity

Dividends

-

(73,331

)

-

Total comprehensive income

-

967

-

Balance at 31 August 2023

10

300,471

4,039,790

Changes in equity

Dividends

-

(115,830

)

-

Total comprehensive income

-

301,250

-

Balance at 31 August 2024

10

485,891

4,039,790

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 September 2022

4,431,629

-

4,431,629

Prior year adjustment

(18,994

)

-

(18,994

)

As restated

4,412,635

-

4,412,635

Changes in equity

Dividends

(73,331

)

-

(73,331

)

Total comprehensive income

967

-

967

Balance at 31 August 2023

4,340,271

-

4,340,271

Changes in equity

Equity component of convertible loan notes

-

982,659

982,659

Dividends

(115,830

)

-

(115,830

)

Total comprehensive income

301,250

-

301,250

Deferred tax on equity component of convertible loan notes

-

(245,665

)

(245,665

)

Balance at 31 August 2024

4,525,691

736,994

5,262,685

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2022

10

55,764

55,774

Prior year adjustment

-

(4,991

)

(4,991

)

As restated

10

50,773

50,783

Changes in equity

Dividends

-

(73,331

)

(73,331

)

Total comprehensive income

-

77,698

77,698

Balance at 31 August 2023

10

55,140

55,150

Changes in equity

Dividends

-

(115,830

)

(115,830

)

Total comprehensive income

-

119,988

119,988

Balance at 31 August 2024

10

59,298

59,308

Cash flows from operating activities

Cash generated from operations

1

1,284,542

1,019,740

Interest paid

(534,217

)

(475,884

)

Net cash from operating activities

750,325

543,856

Cash flows from investing activities

Purchase of intangible fixed assets

(33,206

)

(1,537

)

Purchase of tangible fixed assets

(357,461

)

(128,118

)

Purchase of fixed asset investments

(24,670

)

(2,400

)

Loans to related parties

(3,370,306

)

(91,432

)

Interest received

173

29

Net cash from investing activities

(3,785,470

)

(223,458

)

Cash flows from financing activities

New loans in year

3,043,416

-

Loan repayments in year

(50,857

)

(51,191

)

Lease repayments

(17,030

)

(14,662

)

Equity dividends paid

(115,830

)

(73,331

)

Net cash from financing activities

2,859,699

(139,184

)

(Decrease)/increase in cash and cash equivalents

(175,446

)

181,214

Cash and cash equivalents at beginning of year

2

752,576

571,362

Cash and cash equivalents at end of year

2

577,130

752,576

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

2024

2023

as restated

£

£

Profit before taxation

394,346

337,340

Depreciation charges

135,143

120,201

Disposal of assets

-

59,238

Loan note costs paid from proceeds

56,584

-

Finance costs

680,586

475,884

Finance income

(173

)

(29

)

1,266,486

992,634

(Increase)/decrease in trade and other debtors

(251,387

)

549,053

Increase/(decrease) in trade and other creditors

269,443

(521,947

)

Cash generated from operations

1,284,542

1,019,740

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

577,130

752,576

Year ended 31 August 2023

31.8.23

1.9.22

as restated

£

£

Cash and cash equivalents

752,576

571,362