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Registered number: 13197797










LEARNA HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2023

 
LEARNA HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Professor J S Davies (appointed 1 March 2021)
C P H Mills (appointed 30 April 2021)
C H B Mills (appointed 1 March 2021)
C Probert (appointed 11 February 2021)




Registered number
13197797



Registered office
Ty Bevan House
Cleeve Drive

Llanishen

Cardiff

CF14 5GF





 
LEARNA HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated balance sheet
9
Company balance sheet
10
Consolidated statement of cash flows
11 - 12
Consolidated analysis of net debt
13
Notes to the financial statements
14 - 31

 
LEARNA HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

Introduction
 
The directors present their strategic report of the group for the year end 28/02/2023.

Business review
 
The results for the period and the financial position of the group are as shown in the annexed financial statements.
The group's key measurements of the effectiveness of its operations are gross profit margin, net profit and turnover. The gross profit margin for the period to 28 February 2023 was 66%. The net profit for the period to 28 February 2023 is £458,878. Turnover for the period to 28 February 2023 was £6,089,324.
The balance sheet shows the group had net current assets of £543,977 and net assets of £9,011,906 as at 28 February 2023. The group's cash at bank balance is £2,502,164 at the balance sheet date.    
There have been no significant events since the balance sheet date.

Principal risks and uncertainties
 
The management of the business and the execution of the group's strategy are subject to a number of risks.
The key business risks affecting the group relate to competition risk and credit risk.
The group mitigates competition risk by providing value for money courses and a strong focus on customer service. The group actively monitors the credit risk associated with its customers.
The group maintains a mixture of long-term and short-term debt finance that is designed to ensure the group has sufficient available funds for its operations.
Exposure to adverse movements in interest rates is not considered by the directors as a significant risk to the group


This report was approved by the board on 29 February 2024 and signed on its behalf.



C Probert
Director
Page 1

 
LEARNA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

The directors present their report and the financial statements for the year ended 28 February 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are 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 directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Principal activity

The principal activity of the Group in the period under review was that of online education courses. 

Results and dividends

The profit for the year, after taxation, amounted to £458,878 (2022 - £678,024).

No dividends will be distributed for the year ended 28 February 2023. 

Directors

The directors who served during the year were:

Professor J S Davies (appointed 1 March 2021)
C P H Mills (appointed 30 April 2021)
C H B Mills (appointed 1 March 2021)
C Probert (appointed 11 February 2021)

Future developments

The directors consider the future to be satisfactory. 

Page 2

 
LEARNA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

Following a rebranding exercise on 15 May 2023, the trading name of the company's independent auditor changed from MHA MacIntyre Hudson to MHA. 

The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 February 2024 and signed on its behalf.
 





C Probert
Director
Page 3

 
LEARNA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEARNA HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Learna Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 28 February 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 28 February 2023 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 United Kingdom, including the Financial Reporting Council'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 directors' 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 or 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 directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
LEARNA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEARNA HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report 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 Directors' report.


We have nothing to report in respect of the following matters in relation to which 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 5

 
LEARNA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEARNA HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have 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 an Auditors' report 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 Group financial statements.


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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
'- Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
- Obtained and reviewed the findings of reports produced by specialists on the compliance with key laws and regulations.
- Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred.
- Enquiry of entity staff in compliance functions and external advisors to identify any instances of non-compliance with laws and regulations. 
- Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 6

 
LEARNA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEARNA HOLDINGS LIMITED (CONTINUED)


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 2006Our 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 an Auditors' report 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.





Brian Garland BA ACA (Senior statutory auditor)
  
for and on behalf of
MHA
 
Statutory Auditor
Swansea, United Kingdom
  

Date: 5 March 2024
Page 7

 
LEARNA HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023
2022
Note
£
£

  

Turnover
 4 
6,089,324
6,001,006

Cost of sales
  
(2,084,314)
(2,104,048)

Gross profit
  
4,005,010
3,896,958

Administrative expenses
  
(3,158,867)
(2,815,710)

Other operating income
 5 
-
10,437

Operating profit
 6 
846,143
1,091,685

Interest receivable and similar income
 9 
1,318
238

Interest payable and similar expenses
 10 
(143,892)
(113,872)

Profit before tax
  
703,569
978,051

Tax on profit
 11 
(244,691)
(300,027)

Profit for the financial year
  
458,878
678,024

Other comprehensive income for the year
  

Total comprehensive income for the year
  
458,878
678,024

Profit for the year attributable to:
  

Owners of the parent company
  
(458,878)
(678,024)

  
(458,878)
(678,024)

Total comprehensive income attributable to:
  

The notes on pages 14 to 31 form part of these financial statements.
Page 8

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797

CONSOLIDATED BALANCE SHEET
AS AT 28 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
10,741,327
11,136,083

Tangible assets
 13 
41,063
45,877

  
10,782,390
11,181,960

Current assets
  

Debtors: amounts falling due within one year
 15 
835,909
1,002,744

Cash at bank and in hand
  
2,502,164
2,206,912

  
3,338,073
3,209,656

Creditors: amounts falling due within one year
 16 
(2,794,096)
(3,185,620)

Net current assets
  
 
 
543,977
 
 
24,036

Total assets less current liabilities
  
11,326,367
11,205,996

Creditors: amounts falling due after more than one year
 17 
(2,305,498)
(2,644,253)

Provisions for liabilities
  

Deferred tax
 19 
(8,963)
(8,715)

  
 
 
(8,963)
 
 
(8,715)

Net assets
  
9,011,906
8,553,028


Capital and reserves
  

Called up share capital 
 20 
752
752

Share premium account
  
7,874,251
7,874,251

Profit and loss account
  
1,136,903
678,025

  
9,011,906
8,553,028


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 February 2024.




C Probert
Director

The notes on pages 14 to 31 form part of these financial statements.
Page 9

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797

COMPANY BALANCE SHEET
AS AT 28 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
15,133,788
15,133,788

  
15,133,788
15,133,788

Current assets
  

Debtors: amounts falling due within one year
 15 
4
3

Cash at bank and in hand
  
3,631
532

  
3,635
535

Creditors: amounts falling due within one year
 16 
(1,214,863)
(729,013)

Net current liabilities
  
 
 
(1,211,228)
 
 
(728,478)

Total assets less current liabilities
  
13,922,560
14,405,310

  

Creditors: amounts falling due after more than one year
 17 
(2,305,499)
(2,644,254)

  

Net assets excluding pension asset
  
11,617,061
11,761,056

Net assets
  
11,617,061
11,761,056


Capital and reserves
  

Called up share capital 
 20 
752
752

Share premium account
  
7,874,251
7,874,251

Profit and loss account brought forward
  
3,886,052
-

Loss/(profit) for the year
  
(143,994)
3,886,053

Profit and loss account carried forward
  
3,742,058
3,886,053

  
11,617,061
11,761,056


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 February 2024.


C Probert
Director

The notes on pages 14 to 31 form part of these financial statements.

Page 10

 
LEARNA HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
458,878
678,024

Adjustments for:

Amortisation of intangible assets
598,390
586,110

Depreciation of tangible assets
21,099
20,985

Interest paid
(102,211)
(113,873)

Interest received
1,318
238

Taxation charge
244,691
300,027

Decrease/(increase) in debtors
166,838
(1,002,746)

(Decrease)/increase in creditors
(390,821)
2,640,762

Corporation tax (paid)/received
(299,796)
-

Finance Costs
143,892
113,873

Finance Income
(1,318)
(238)

Deferred Tax Movement
-
8,483

Net cash generated from operating activities

840,960
3,231,645


Cash flows from investing activities

Purchase of intangible fixed assets
(203,635)
(11,722,192)

Purchase of tangible fixed assets
(16,286)
(22,212)

Transfer of Fixed Assets
-
(44,649)

Net cash from investing activities

(219,921)
(11,789,053)

Cash flows from financing activities

Issue of ordinary shares
-
751

New secured loans
-
1,000,000

Repayment of loans
(325,786)
(235,683)

Purchase of debenture loans
-
2,125,000

Share Premium Received
-
7,874,251

Net cash used in financing activities
(325,786)
10,764,319

Net increase in cash and cash equivalents
295,253
2,206,911

Cash and cash equivalents at beginning of year
2,206,912
-

Cash and cash equivalents at the end of year
2,502,165
2,206,911


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,502,165
2,206,911
Page 11

 
LEARNA HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023


2023
2022

£
£


2,502,165
2,206,911


The notes on pages 14 to 31 form part of these financial statements.

Page 12

 
LEARNA HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 28 FEBRUARY 2023




At 1 March 2022
Cash flows
At 28 February 2023
£

£

£

Cash at bank and in hand

2,206,911

295,254

2,502,165

Debt due after 1 year

(2,644,253)

338,755

(2,305,498)

Debt due within 1 year

(324,026)

(67,030)

(391,056)


(761,368)
566,979
(194,389)

The notes on pages 14 to 31 form part of these financial statements.
Page 13

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.


General information

Learna Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 13197797. The company's registered office is Ty Bevan House, Cleeve Drive, Llanishen, Cardiff, CF14 5GF. The principal activity of the Group is that of providing online education courses. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 11 February 2021.

Page 14

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.3

Going concern

IIn preparing the financial statements, the directors have considered the current financial position of the Group, and likely future cashflows. The directors are confident that the company is well placed to manage its business risks successfully, despite the uncertain economic outlook. The Group has continued to be profit making in the year and has both net current assets and net assets at the balance sheet date. Although the situation remains uncertain, in the opinion of the directors the challenges presented by the current economic climate, will not adversely affect the ability of the Group to continue trading for the foreseeable future. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 15

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.5

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

  

Fee income

Fee income is credited to income over the period in which the students are studying. Any fee income carried forward to a future financial year is included in Creditors as deferred income. Any refunds and discounts to tuition fees are applied to the fee that is receivable. 

 
2.6

Operating leases:

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 16

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The Directors have elected to capitalise costs of a new programme development department in line with FRS 102 as development costs. Once the courses are launched, the costs are transferred from under development to completed, and subsequently amortised over their estimated useful life on a straight-line basis. The useful life of completed courses is 4 years.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 19

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the lease term.
Fixtures and fittings
-
25%
on Cost.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 20

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 21

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors which are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only effects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements that the directors have made in the process of applying the group's accounting policies and that have the most significant effect on the amounts recognised in the accounts.                                                                                                                                                                       
Intangible assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the income statement.
Provisions and contingencies
Provisions are recognised when the group has a present obligation as a result of a past event and a reliable estimate can be made of a probable adverse outcome. Otherwise, material contingent liabilities are disclosed unless a transfer of economic benefits is considered remote. Contingent assets are only disclosed if an inflow of economic benefits is probable.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Online education
6,089,324
6,001,006

6,089,324
6,001,006


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
6,089,324
6,001,006

6,089,324
6,001,006


Page 22

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

5.


Other operating income

2023
2022
£
£

Other operating income
-
5,436

Government grants receivable
-
5,001

-
10,437



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
62
27

Other operating lease rentals
45,897
45,884


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
12,500
7,500


8.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)







9.


Interest receivable

2023
2022
£
£


Other interest receivable
1,318
238

1,318
238

Page 23

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
143,892
113,872

143,892
113,872


11.


Taxation


2023
2022
£
£


Tax on profits for the year
244,691
300,027

Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
703,569
978,051


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 -    19%)
133,678
185,830

Effects of:


Non-tax deductible amortisation of goodwill and impairment
111,361
111,361

Other timing differences leading to an increase (decrease) in taxation
(348)
2,836

Total tax charge for the year/period
244,691
300,027


Factors that may affect future tax charges

On 24 May 2021 the UK Government substantively enacted the increase in the Corporation Tax rate from 19% to 25% with effect from 1 April 2023. 

Page 24

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

12.


Intangible assets

Group and Company





Programmes being developed
Completed Programmes
Goodwill
Total

£
£
£
£



Cost


At 1 March 2022
-
-
11,722,192
11,722,192


Additions - internal
203,635
-
-
203,635


Reclassified to held for sale
(112,170)
112,170
-
-



At 28 February 2023

91,465
112,170
11,722,192
11,925,827



Amortisation


At 1 March 2022
-
-
586,110
586,110


Charge for the year on owned assets
-
12,280
586,110
598,390



At 28 February 2023

-
12,280
1,172,220
1,184,500



Net book value



At 28 February 2023
91,465
99,890
10,549,972
10,741,327



At 28 February 2022
-
-
11,136,083
11,136,083



Page 25

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

13.


Tangible fixed assets

Group






Leasehold property
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 March 2022
14,811
95,260
110,071


Additions
-
16,286
16,286



At 28 February 2023

14,811
111,546
126,357



Depreciation


At 1 March 2022
1,206
62,989
64,195


Charge for the year on owned assets
2,067
19,032
21,099



At 28 February 2023

3,273
82,021
85,294



Net book value



At 28 February 2023
11,538
29,525
41,063



At 28 February 2022
13,606
32,271
45,877


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 March 2022
15,133,788



At 28 February 2023
15,133,788




Page 26

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Learna Limited
Ty Bevan House Cleeve Drive, Llanishen, Cardiff, Wales, CF14 5GF
Ordinary
100%

The aggregate of the share capital and reserves as at 28 February 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Learna Limited
1,978,657
1,188,981


15.


Debtors



Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
406,533
571,483
-
-

Other debtors
122,091
84,145
4
3

Prepayments and accrued income
307,285
347,116
-
-

835,909
1,002,744
4
3


Page 27

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Debenture loans
120,642
78,961
120,642
78,961

Bank loans
258,033
245,064
258,033
245,064

Trade creditors
42,529
41,367
-
-

Amounts owed to group undertakings
-
-
836,188
404,988

Corporation tax
244,444
299,794
-
-

Other taxation and social security
313,401
248,677
-
-

Other creditors
54,646
49,072
-
-

Accruals and deferred income
1,760,401
2,222,685
-
-

2,794,096
3,185,620
1,214,863
729,013



.



Amounts owed to group undertakings are interest-free and repayable on demand.


17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Debentures loans
2,125,000
2,125,000
2,125,000
2,125,000

Bank loans
180,498
519,253
180,499
519,254

2,305,498
2,644,253
2,305,499
2,644,254



The following liabilities were secured:
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Bank loans
180,498
519,253
180,499
519,254

180,498
519,253
180,499
519,254

Details of security provided:

Bank loans are secured by way of a fixed and floating charge over the assets of the company. The security on bank loans contains a negative pledge.



Page 28

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
258,033
245,064
258,033
245,064

Debenture loans
120,642
78,961
120,642
78,961


378,675
324,025
378,675
324,025

Amounts falling due 1-2 years

Bank loans
180,498
245,064
180,498
245,064


180,498
245,064
180,498
245,064

Amounts falling due 2-5 years

Bank loans
-
274,189
-
274,189

Debenture loans
2,125,000
2,125,000
2,125,000
2,125,000


2,125,000
2,399,189
2,125,000
2,399,189


2,684,173
2,968,278
2,684,173
2,968,278


The debenture loan charges interest at 3.5% plus base rate annually. There are no monthly repayments mandated by this loan, however, the capital balance plus any interest outstanding are due on  01/03/2025. There are no covenants attached to this loan. 


.



The bank loan charges interest at a fixed rate of 3.91% annually. Repayments of £22,536 are due monthly until 01/02/2025. There is a cross guarantee between Learna Limited and Learna Holdings Limited. The directors made the decision to repay both loans early and in their entirety shortly after the year-end.

Page 29

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

19.


Deferred taxation


Group



2023


£






At beginning of year
(8,716)


Charged to profit or loss
(247)



At end of year
(8,963)

Group
Group
2023
2022
£
£

Accelerated capital allowances
(8,963)
(8,716)

(8,963)
(8,716)


20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



375 (2022 - 375) A Ordinary shares of £1.00 each
375
375
225 (2022 - 225) B Ordinary shares of £1.00 each
225
225
150 (2022 - 150) C Ordinary shares of £1.00 each
150
150
1 (2022 - 1) Preference A share of £1.00
1
1
1 (2022 - 1) Preference B share of £1.00
1
1

752

752



21.


Contingent asset

After the balance sheet date the subsidiary company, Learna Limited received confirmation from HMRC that an appeal submitted in relation to the historic VAT treatment applied to the supplies of education    was successful. After the balance sheet date (and prior to the signing of the accounts), Learna Limited received repayments of overpaid VAT from HMRC totalling £4,145,167. £3,805,092 of this related to periods covering FY18 to FY23. 

Page 30

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

22.


Pension commitments

The subsidiary company Learna Limited operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the subsidiary company, in an independently administered fund. The pension cost charge in the year represents contributions payable by the company to the funds.         At the balance sheet date there were contributions outstanding £12,381 (2022 - £5,372). 


23.


Commitments under operating leases

At 28 February 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
27,495
27,495
27,495
27,495

Later than 1 year and not later than 5 years
109,980
109,980
109,980
109,980

Later than 5 years
19,661
47,156
19,661
47,156

157,136
184,631
157,136
184,631


24.


Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. 


25.


Controlling party

There is no single controlling party.

 
Page 31