Acorah Software Products - Accounts Production 15.0.600 false true true 31 December 2022 1 January 2022 false 1 January 2023 31 December 2023 31 December 2023 09592720 Mr Benjamin Caulfield Mr Jonathan Forster 8 Billion Learners Ltd 86-90 Paul Street, London, EC2A 4NE true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 09592720 2022-12-31 09592720 2023-12-31 09592720 2023-01-01 2023-12-31 09592720 frs-core:CurrentFinancialInstruments 2023-12-31 09592720 frs-core:BetweenOneFiveYears 2023-12-31 09592720 frs-core:ComputerEquipment 2023-12-31 09592720 frs-core:ComputerEquipment 2023-01-01 2023-12-31 09592720 frs-core:ComputerEquipment 2022-12-31 09592720 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2023-12-31 09592720 frs-core:FurnitureFittings 2023-12-31 09592720 frs-core:FurnitureFittings 2023-01-01 2023-12-31 09592720 frs-core:FurnitureFittings 2022-12-31 09592720 frs-core:OtherResidualIntangibleAssets 2023-12-31 09592720 frs-core:OtherResidualIntangibleAssets 2023-01-01 2023-12-31 09592720 frs-core:OtherResidualIntangibleAssets 2022-12-31 09592720 frs-core:WithinOneYear 2023-12-31 09592720 frs-core:OtherReservesSubtotal 2023-12-31 09592720 frs-core:SharePremium 2023-12-31 09592720 frs-core:ShareCapital 2023-12-31 09592720 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 09592720 frs-bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09592720 frs-bus:FilletedAccounts 2023-01-01 2023-12-31 09592720 frs-bus:SmallEntities 2023-01-01 2023-12-31 09592720 frs-bus:AuditExempt-NoAccountantsReport 2023-01-01 2023-12-31 09592720 frs-bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 09592720 1 2023-01-01 2023-12-31 09592720 frs-bus:Director1 2023-01-01 2023-12-31 09592720 frs-bus:Director2 2023-01-01 2023-12-31 09592720 frs-countries:EnglandWales 2023-01-01 2023-12-31 09592720 2021-12-31 09592720 2022-12-31 09592720 2022-01-01 2022-12-31 09592720 frs-core:CurrentFinancialInstruments 2022-12-31 09592720 frs-core:BetweenOneFiveYears 2022-12-31 09592720 frs-core:WithinOneYear 2022-12-31 09592720 frs-core:OtherReservesSubtotal 2022-12-31 09592720 frs-core:SharePremium 2022-12-31 09592720 frs-core:ShareCapital 2022-12-31 09592720 frs-core:RetainedEarningsAccumulatedLosses 2022-12-31
Registered number: 09592720
Eedi Ltd.
Unaudited Financial Statements
For The Year Ended 31 December 2023
Finerva
Unaudited Financial Statements
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—7
Page 1
Balance Sheet
Registered number: 09592720
2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 - 293
Tangible Assets 5 1,851 3,573
1,851 3,866
CURRENT ASSETS
Debtors 6 18,921 57,052
Cash at bank and in hand 414,429 1,326,316
433,350 1,383,368
Creditors: Amounts Falling Due Within One Year 7 (1,381,844 ) (2,138,651 )
NET CURRENT ASSETS (LIABILITIES) (948,494 ) (755,283 )
TOTAL ASSETS LESS CURRENT LIABILITIES (946,643 ) (751,417 )
NET LIABILITIES (946,643 ) (751,417 )
CAPITAL AND RESERVES
Called up share capital 8 36 36
Share premium account 6,950,518 6,950,518
Share options and Advance subscription reserves - 831,574
Profit and Loss Account (7,897,197 ) (8,533,545 )
SHAREHOLDERS' FUNDS (946,643) (751,417)
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For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
The financial statements were approved by the board of directors on 31 July 2024 and were signed on its behalf by:
Mr Benjamin Caulfield
Director
31 July 2024
The notes on pages 3 to 7 form part of these financial statements.
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Notes to the Financial Statements
1. General Information
Eedi Ltd. is a private company,  limited by shares, incorporated in England & Wales, registered number 09592720 . The registered office is 86-90 Paul Street, London, EC2A 4NE.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in  accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Going Concern Disclosure
The directors believe that notwithstanding current year losses and net liabilities at 31 December 2023, the company’s financial statements should be prepared on a going concern basis. The directors have based their consideration on detailed projected cash-flow forecasts which cover a period up to 3 years from the date of the approval of these financial statements. The forecasts are based on assumptions which include future grant funding and increased subscription income, as well as commercial partnerships. The financial statements do not include any adjustments that may result from any significant changes in the assumptions used in preparing the cash-flow forecasts.
2.3. Turnover
Revenue is recognised to the extent there is probable economic benefits will flow to the company 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.

Revenue from a contract to provide services is recognised in the period in which the services are provided.
2.4. Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are Domain costs. All intangible assets are considered to have a finite useful life. The estimated useful lives are as follows:
Domain Costs – 5 years
At each reporting date the company assesses whether there is any indication of impairment. If such indications 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. Any impairment loss is recognised immediately as an expense within profit or loss.
2.5. Research and Development
Expenditure on research and development activities is recognised within profit or loss as an expense is incurred. 
2.6. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.  Depreciation  is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Fixtures & Fittings 3 years on a straight line basis
Computer Equipment 3 years on a straight line basis
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.

Repairs and maintenance costs are charged to profit or loss during the period in which they are incurred.

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

At each reporting date the company 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. Any impairment loss is recognised immediately as an expense within the profit or loss.

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2.7. Leasing and Hire Purchase Contracts
Leases in which the company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases.

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease an an integral part of the total lease expenses.

2.8. Financial Instruments
Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Impairment of financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

2.9. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.   Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.10. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow  all or  part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
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2.11. Pensions
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions in a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss in the periods during which services are rendered by employees.
2.12. Government Grant
Government grants are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.

2.13. Share-based Payments
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
2.14. Related Party Transactions
The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned group companies.
3. Average Number of Employees
Average number of employees during the year was as follows: 20 (2022: 16)
20 16
4. Intangible Assets
Other
£
Cost
As at 1 January 2023 3,796
As at 31 December 2023 3,796
Amortisation
As at 1 January 2023 3,503
Provided during the period 293
As at 31 December 2023 3,796
Net Book Value
As at 31 December 2023 -
As at 1 January 2023 293
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5. Tangible Assets
Fixtures & Fittings Computer Equipment Total
£ £ £
Cost
As at 1 January 2023 27,855 8,706 36,561
Additions 675 1,791 2,466
As at 31 December 2023 28,530 10,497 39,027
Depreciation
As at 1 January 2023 26,144 6,844 32,988
Provided during the period 1,875 2,313 4,188
As at 31 December 2023 28,019 9,157 37,176
Net Book Value
As at 31 December 2023 511 1,340 1,851
As at 1 January 2023 1,711 1,862 3,573
6. Debtors
2023 2022
£ £
Due within one year
Trade debtors 702 1,594
Amounts owed by group undertakings 50 -
Other debtors 18,169 55,458
18,921 57,052
7. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 64,289 111,008
Other loans - 121,000
Amounts owed to group undertakings 135,445 -
Other creditors 785,132 1,649,056
Taxation and social security 396,978 257,587
1,381,844 2,138,651
Included within other creditors are outstanding pension contributions of £9,195 (2022: £52,409)
8. Share Capital
2023 2022
£ £
Allotted, Called up and fully paid 36 36
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9. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
2023 2022
£ £
Not later than one year 7,572 12,452
Later than one year and not later than five years 4,008 2,917
11,580 15,369
10. Ultimate Parent Undertaking and Controlling Party
The company's immediate and ultimate parent undertaking is 8 Billion Learners Ltd . 8 Billion Learners Ltd was incorporated in England and Wales and its registered office address is 86-90 Paul Street, London, EC2A 4NE . The ultimate controlling party is 8 Billion Learners Ltd who controls 100% of the shares of Eedi Ltd.
The consolidated financial statements have not been drawn up. 
11. Share based payments
The company operated an equity based share option scheme to certain employees which provides additional remuneration for those employees who are key to the company. The options were granted both under an approved EMI option plan and an unapproved share option scheme, with the exercise price ranging from £0.1055 to £2.078 per share. The options were to expire ten years after the date of the grant. Employees were not entitled to dividends until the shares are exercised. All options granted had performance conditions relating to the relevant employee remaining in the employment of the company at exercise.
During the year ended 31 December 2023, the company was restructered and all share options were cancelled.
A reconciliation of share option movements during the year ended 31 December 2023 is shown below:
Number of options 
Outstanding as at 1 January 2023: 938,398
Granted during the year: nil 
Forfeited during the year: nil
Exercised during the year: nil
Cancelled during the year: 938,398
Outstanding as at 31 December 2023: nil
Equity settled schemes - charges arising: £Nil (2022: £Nil)
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