LTV Holdings Limited

Cascade Education โ€” Valuation Analysis

CONFIDENTIAL ACTIVE NEGOTIATION
Prepared for Sellers ยท April 2026
Purpose of this document

This analysis presents LTV Holdings' valuation view of Cascade Education based on the FY2024 and FY2025 P&Ls and balance sheet provided by the sellers on April 1, 2026. Our aim is to share the reasoning behind our offer transparently so we can close the gap and reach a fair transaction. The numbers in this document are the sellers' own โ€” we use the P&L as reported, without adjustments or add-backs.

๐Ÿ“Œ Headline Findings

FY2025 Net Revenue

1.40M
AED ยท +2.0% YoY

Net Profit (Reported)

116K
AED ยท +2.3% YoY

Net Profit Margin

8.3%
Below sector norm of 15โ€“25%

Year-End Cash

8.5K
AED ยท <1 week operating costs
โš ๏ธ Four Realities Shaping the Valuation
1 ยท GROWTH

The business is flat, not growing

Net revenue grew 2.0% in 2025. Net profit grew 2.3%. The UAE early-years education sector is growing 8โ€“15% annually. Cascade is losing real ground each year it does not grow faster than the market. Flat businesses do not support growth multiples.

No growth premium is supportable
2 ยท COST STRUCTURE

Fixed costs dominate the P&L

Rent alone is 17.9% of net revenue โ€” above the 10โ€“15% UAE benchmark for private early-years operators. Combined with compensation (45% of revenue), the business has almost no operating flexibility. Every revenue shortfall hits the bottom line dollar-for-dollar.

Thin margins ยท no cushion ยท no leverage
3 ยท CASH

The business has no cash

Year-end cash of AED 8,508 โ€” less than one week of OpEx. Shareholder drawings of AED 152,824 exceeded reported net profit. AR of AED 67K is 8ร— the cash balance. A buyer must inject working capital on day one.

Working-capital injection required at close
4 ยท RISK

Concentration and transfer risk

Single location, single license, founder-led enrollment. License transferability, key-person continuity, and a flat 8.3% net margin with rising direct costs all require buyer underwriting. None of these are hypothetical โ€” they are visible in the 2024โ†’2025 data.

Multiple must reflect risk-adjusted earnings
๐ŸŽฏ What This Means for Valuation
Core principle

Early-years education businesses trade at higher multiples when they are growing. Growth is what justifies paying 6ร—, 8ร—, or more on earnings โ€” because the buyer is paying for earnings that will be meaningfully larger in 2โ€“3 years. A business that is flat in both revenue and earnings does not qualify for a growth multiple. It is priced on what it produces today, discounted for the risks a buyer must absorb to keep it producing. The Valuation Framework tab walks through how this translates to a range for Cascade specifically.

๐Ÿ“‰ Growth Stagnation โ€” The Core Issue

Revenue Growth 2024โ†’2025

+2.0%
AED 1.37M โ†’ 1.40M

Net Profit Growth

+2.3%
AED 114K โ†’ 116K

UAE Education Sector Growth

8โ€“15%
Annual, private/nursery segment

UAE CPI (2025)

~2.5%
Cascade grew below inflation

Revenue & Earnings โ€” 2024 vs 2025

Every metric is essentially flat (AED)

Cascade vs UAE Early-Years Sector

YoY revenue growth, 2025

๐Ÿ” What's Driving the Stagnation
STRUCTURAL

Almost zero marketing investment

FY2025 marketing spend of AED 2,868 is 0.2% of revenue. Industry benchmark for private early-years education in GCC is 4โ€“7% of revenue. The business is growing only through word-of-mouth and legacy enrollment โ€” which tops out at capacity and cannot meaningfully expand.

STRUCTURAL

Discount rate improved, revenue still flat

Discounts fell from AED 81K to AED 71K (-12.5%). This should have lifted revenue โ€” but gross sales only rose 2.7%. That means underlying volume/pricing is weaker than the headline suggests: price held flat, unit count barely moved.

DEMAND

New bad-debt line in 2025

Bad debt of AED 2,646 appeared for the first time in 2025. Small in absolute terms but a new line item โ€” a signal that collection conditions are deteriorating, not improving. AR sitting at AED 67K with minimal cash behind it supports the same reading.

CAPACITY

Fixed overhead carries no operating leverage

Rent held flat at AED 250K. Total OpEx was essentially unchanged (AED 1.187M โ†’ 1.186M). In a growing business, revenue rises against a fixed cost base and margins expand. Here the cost base is fixed and so is revenue, so none of the latent operating leverage is being converted into earnings growth.

Why growth matters to multiple

A school growing 10% a year compounds into meaningfully higher earnings over a 3โ€“5 year hold. A buyer paying 8ร— earnings on a 10% grower is effectively paying closer to 6ร— on year-3 earnings. A school growing 1% a year does not create that compounding โ€” the buyer's only earnings protection is the multiple itself. The lower the growth rate, the lower the multiple must be to produce an acceptable return.

๐Ÿข Cost Structure โ€” Fixed Costs Dominate
Rent as % of Net Revenue
17.9%
UAE nursery benchmark: 10โ€“15%
Compensation as % of Revenue
45.0%
Salaries + Partner Wages + Bonus
Fixed Costs as % of Revenue
64.6%
Rent + Compensation combined
๐Ÿ“Š Every AED of Revenue โ€” Where It Goes

Of every AED 100 in net revenue, only AED 8.30 reaches the bottom line. The rest is consumed by fixed costs that cannot easily flex.

Partner Wages
AED 362K
362,000
25.9%
Rent
AED 250K
250,000
17.9%
Staff Salaries
AED 268K
267,920
19.2%
Staff Bonus
47K
47,000
3.4%
COGS + Outsourced
95K
94,871
6.8%
License Fee
41K
41,440
3.0%
Insurance
34K
33,707
2.4%
All Other OpEx
AED 183K
183,303
13.1%
Net Profit
AED 116K
116,128
8.3%
๐Ÿ  Rent โ€” The Biggest Structural Issue
STRUCTURAL

Rent is 17.9% of revenue โ€” above sector norms

UAE private nursery operators typically target rent in the 10โ€“15% of revenue band. At 17.9%, Cascade is paying roughly 300โ€“800 bps more of every revenue dirham on rent than peer benchmarks. In absolute terms that's AED 40โ€“110K/year of "rent drag" compared to a better-leased peer โ€” a meaningful portion of the total net profit.

Cannot be reduced without moving or renegotiating
STRUCTURAL

Rent is flat while revenue is flat

Rent held at AED 250K in both 2024 and 2025. In a growing business, rent stays fixed while revenue climbs โ€” so rent-% falls over time and operating leverage compounds. Here, both numbers are frozen. There is no latent leverage to harvest, because revenue is not climbing against the fixed base.

No multiple-expansion case from operating leverage
HIGH

Lease terms not yet disclosed

Remaining lease term, renewal rights, rent-review clauses, and landlord relationship are all material to valuation but not yet shared. A short remaining term or an unfavorable rent-review mechanism could compress margins further before a buyer has any chance to optimize. This is a known unknown that a buyer must price conservatively until disclosed.

Buyer discount until lease is understood
HIGH

Thin net margin amplifies every cost pressure

At 8.3% net margin, a 100 bps rise in any major cost line โ€” rent, insurance, wages โ€” could wipe out 10โ€“15% of net profit. Insurance already rose 80% in 2025 (+AED 15K). Another year like that, absent offsetting revenue, starts to materially erode the earnings base a buyer is pricing.

No margin of safety in the current structure
What this means for a buyer

A buyer is not acquiring a high-margin, operationally-light business. They are acquiring a thin-margin, fixed-cost-heavy business with rent above peer norms and compensation consuming nearly half of revenue. The earnings that remain after the cost base are real โ€” but they are modest (8.3% of revenue) and structurally exposed to any upward drift in the fixed cost lines.

๐Ÿ’ธ Cash Position โ€” The Balance Sheet Tells a Different Story
Cash on Hand ยท Dec 31, 2025
AED 8,508
Less than 7 days of operating costs
Shareholder Current Account
(AED 152,824)
Owners drew out more than the business earned
Accounts Receivable
AED 67,169
8ร— year-end cash ยท aging unknown
๐Ÿ“Š Profit vs. Cash โ€” A Visual Reconciliation

Reported net profit was AED 116K in 2025, yet year-end cash is only AED 8.5K. The reconciliation is the AED 152K shareholder drawings โ€” the owners extracted more than the business produced.

BUYER IMPACT

Working capital injection required at close

A buyer inheriting AED 8,508 in cash against a monthly cost base of approximately AED 100K cannot operate. Payroll alone would exhaust the balance within days. Any buyer must assume an immediate capital injection of AED 100โ€“200K simply to stabilize operations. This is a dollar-for-dollar reduction in what a buyer can afford to pay for the equity.

BUYER IMPACT

AR cannot be relied upon as equivalent to cash

AED 67K in receivables is not yet cash โ€” it is a claim on cash. Without an aging schedule, a buyer must assume some portion is uncollectible (especially given the new AED 2,646 bad-debt line). Standard practice is to discount AR by 10โ€“25% in a working-capital peg, which further reduces the buyer's ability to credit AR toward purchase price.

Note on owner drawings

The AED 152K in shareholder drawings is a completely normal pattern for a founder-operated business pre-sale. We are not raising this as a criticism of the sellers โ€” we are raising it to explain why a buyer cannot simply look at the P&L net profit number and treat it as transferable cash earnings. The cash is not there. It was distributed.

๐Ÿšฉ Risk Profile โ€” What a Buyer Must Underwrite
Reading this page

None of the risks listed here are hypothetical "what-ifs." Each is visible in the financial statements provided or inherent to the business as structured today. Any valuation multiple must compensate a buyer for absorbing these โ€” because if any one of them materializes adversely, it is the new owner, not the seller, who carries the loss.

CRITICAL

License transferability

The UAE education/nursery license (AED 41,440/yr) is government-issued by KHDA / Dubai Municipality and is typically non-transferable on a change of ownership. A new owner generally faces re-application, re-inspection, and re-approval โ€” with no guarantee of continuity of operations during the transition window. This is not a minor administrative detail; it is a potential operations-halting event.

Buyer must price in license re-issuance risk
CRITICAL

Key-person and founder continuity

Jacquie is the educational leader and community face of the school. Parents enroll based on founder trust. A meaningful portion of enrollment is relationship-driven, not brand-driven. If founder engagement steps down at any pace inconsistent with an orderly handover, enrollment churn is the direct consequence.

Multiple must reflect handover risk
HIGH

Single location, single license

The entire business depends on one physical premises and one license. There is no geographic diversification, no secondary revenue line, and no resilience if the location lease, license, or landlord relationship changes. Rent held flat at AED 250K but the underlying lease terms (remaining term, renewal rights, rent review clauses) are a major determinant of value that sits outside the P&L.

Concentration risk discounts multiple
HIGH

Direct costs rising faster than revenue

COGS and outsourced partners grew +67.6% YoY (AED 57K โ†’ 95K) while net revenue grew only +2.0%. Without invoice-level backup, a buyer must assume this trend continues rather than reverses. At an 8.3% net margin, even a modest continuation of this spread would wipe out a material portion of net profit.

Buyer underwrites to the rising cost trajectory, not the flat one
HIGH

Working capital deficit

AED 8.5K of cash cannot support AED 67K of receivables, payroll cycles, rent, and license fees. A new owner is day-one short on working capital. This is a real cost to the buyer and must be funded out of the transaction โ€” either by reducing the equity purchase price or by separately capitalizing the business at close.

Direct reduction of equity purchase price
MEDIUM

Marketing under-investment

0.2% of revenue on marketing. A new owner can fix this โ€” but doing so requires spending money that further delays payback. It is an upside lever the seller is not being paid for, because the uplift only exists if the buyer executes successfully.

Upside belongs to the buyer who creates it
๐Ÿ“ Market Comparables โ€” UAE Early-Years Education
Method

Private early-years education businesses in the UAE transact on a combination of earnings multiples and revenue multiples, with the applicable range determined primarily by growth and secondarily by scale, margin quality, and transfer risk. The tables below show the published/observed range and where Cascade falls within it.

Where Cascade Sits on the Multiple Curve

Higher growth โ†’ higher multiple. Flat businesses price at the bottom of the range.

Earnings Multiple โ€” UAE Nursery / Early-Years

Growth ProfileMultiple Range
High-growth chain (15%+, multi-site)10ร— โ€“ 15ร—
Growing single site (10โ€“15%)8ร— โ€“ 10ร—
Modest growth (5โ€“10%)6ร— โ€“ 8ร—
Flat business (<3% growth)
โ† Cascade sits here
5ร— โ€“ 6.5ร—
Declining business3ร— โ€“ 5ร—

Revenue Multiple โ€” UAE Nursery / Early-Years

Growth ProfileMultiple Range
High-growth chain1.2ร— โ€“ 2.0ร—
Growing single site0.8ร— โ€“ 1.2ร—
Modest growth0.6ร— โ€“ 0.8ร—
Flat business
โ† Cascade sits here
0.44ร— โ€“ 0.52ร—
Declining business0.20ร— โ€“ 0.35ร—
Why Cascade sits at the lower end within the flat band

Within the "flat business" band, a buyer will apply further adjustments for specific risk factors. Cascade has multiple such factors operating simultaneously: a working-capital deficit, license transfer risk, single-location concentration, founder-led enrollment, rising direct costs against flat revenue, and above-benchmark rent as a share of revenue. A business with flat growth but clean cash, secure license, and no concentration risk would sit toward the top of the band. Cascade, with all of these risks present, sits at the middle-lower end of it.

๐Ÿงฎ Valuation Framework โ€” Cross-Checked Methods
Approach

We triangulated valuation across three independent methods: (1) reported net profit multiple, (2) net revenue multiple, and (3) a cash-on-cash return cross-check. Each is calibrated against the UAE early-years market range shown on the Comparables tab, adjusted for Cascade's flat growth profile and specific risk factors. The P&L numbers used here are the sellers' own as reported, without adjustments or add-backs. A defensible valuation is the zone where all three methods converge.

Method
Base Number
Multiple / Rate
Low (AED)
High (AED)
1 ยท Net Profit Multiple
Primary method ยท as reported
116,128
5.5ร— โ€“ 6.5ร—
638,704
754,832
2 ยท Net Revenue Multiple
Cross-check ยท scale-based
1,397,369
0.45ร— โ€“ 0.50ร—
628,816
698,685
3 ยท Cash-on-Cash Return
Cross-check ยท buyer yield basis
116,128
16% โ€“ 18% yield
645,156
725,800
Convergence Range (100% equity)
Where all three methods agree
โ€”
โ€”
~AED 630K
~AED 725K

Convergence of Valuation Methods

All three independent methods land in the same AED 630Kโ€“755K zone

๐ŸŽฏ Build-Up โ€” How We Get to the Earnings Multiple
StepAdjustmentMultipleImplied Value (AED)
Starting pointUAE growing single-site range (midpoint)9.0ร—1,045,152
LessNo growth (Cascade flat vs 10% sector norm)โˆ’2.0ร—(232,256)
LessRent above benchmark + thin 8.3% net marginโˆ’0.5ร—(58,064)
LessWorking-capital deficit + cash injection requiredโˆ’0.3ร—(34,838)
LessLicense transferability riskโˆ’0.2ร—(23,226)
LessKey-person / founder handover riskโˆ’0.2ร—(23,226)
LessSingle-site concentration + small deal sizeโˆ’0.3ร—(34,838)
Net multiple Resulting applied multiple ~5.75ร— ~667,700
How this translates to an offer

The analytical midpoint of our valuation work sits near the middle of the convergence range. A reasonable offer is one that sits toward the top of that range โ€” reflecting our genuine confidence in the business, the quality of Jacquie and Leila as operators, and LTV's ability to unlock upside post-close. It is not supportable for the offer to exceed the top of the convergence band, because that would be paying for growth the financials do not yet show.

Our request to the sellers

We are asking the sellers to evaluate our offer against the analytical range shown here rather than against a fixed expectation. The UAE market does pay high multiples โ€” for growing, cash-generative, multi-site operators with sub-benchmark rent and clean balance sheets. Those premiums are not available for a single-site, flat, cash-light business with above-benchmark rent today, regardless of its genuine quality and the sellers' excellent stewardship. Our offer is structured to reflect what the business is worth based on its 2024 and 2025 performance as reported โ€” while giving LTV the room to invest in growth that the sellers have not yet been able to fund themselves.