Company Registration No. 08324083 (England and Wales)
FutureLearn Limited
Annual report and
group financial statements
for the period ended 31 May 2023
FutureLearn Limited
Company information
Directors
Miguel Garcia
(Appointed 13 December 2022)
Vitali Klopot
(Appointed 13 December 2022)
Joseph Johnson
(Appointed 14 March 2023)
Company number
08324083
Registered office
Buchanan House
30 Holborn
London
England
EC1N 2HS
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
FutureLearn Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 36
FutureLearn Limited
Strategic report
For the period ended 31 May 2023
1

The directors present the strategic report for the period ended 31 May 2023.

Review of the business

The Futurelearn Group, working in partnership with leading UK and overseas universities, launched the UK's first platform for Massive Open Online Courses in September 2013. Since its launch, at 31 May 2023 the Group has built a community of over 20.0 million registered learners (31 July 2022: over 18.9 million) from all countries in the world. These learners have signed up to over 46.9 million courses between them. Courses and content are being produced by over 200 partners, comprising leading UK and international universities, including the British Council, the British Heart Foundation and other specialist education providers and global centres of research excellence.

 

The Company generated turnover of £7.34m for the 10 month period ended 31 May 2023 (2022: £10.14m). This turnover came from the sale of Monthly and Annual subscriptions, Short courses, Microcredentials and ExpertTracks courses, the provision of services to its partners and membership fees.

 

The other key performance indicators monitored by the business are gross margins, operating costs, EBITDA, the number of courses open for enrolment and learning each month, the volume of traffic to the Group’s website, conversion of visitors into enrolments, conversion of these enrolments to purchase, average order value and the retention of paying learners.

 

Since May 2023, the funds raised through investment have been strategically allocated towards the marketing, development, and expansion of the Group's product portfolio and revenue streams. Our dedicated team has been actively enhancing the core platform, empowering our business to effectively promote and sell our products.

 

With a fresh perspective from our new investor and management team, we're embarking on a journey of innovation and efficiency. We're streamlining our product offerings, implementing cost-effective measures, and optimizing our business processes to steer the company towards profitability. This proactive approach ensures a dynamic transformation, setting the stage for sustainable growth and success.

Principal risks and uncertainties

The key business risks affecting the Group relate to the market demand for the product offer in a sector that is still in relatively early stages of digital development and rapidly innovating, the availability of in demand content from partner universities and other organisations for the global delivery of online courses, the security and performance of the Group's technical platform and the ability to generate revenue models that can sustain the business in the longer term.

 

The Group's ability to continue to operate as a going concern for the foreseeable future is explained in the Directors’ Report and note 1.5 to the financial statements.

FutureLearn Limited
Strategic report (continued)
For the period ended 31 May 2023
2
Future Outlook

On 30th November 2022 the Company underwent an acquisition by GAH Education Holdings Limited, a division of the Global University Systems Group ("GUS Group"). In collaboration with our new owners, the management has devised a fresh strategic blueprint and financial model aimed at harnessing benefits and synergies across the broader GUS Group landscape.

 

Integral to our revenue growth within the Group is the esteemed FutureLearn partner network, pivotal in delivering top-tier content and courses. Currently, we're enhancing our platform to streamline course publication processes, fostering continued expansion of partner courses for learners. Our focus remains on nurturing our learner community, enhancing engagement levels, and enriching the learner experience and course.

 

In tandem with the introduction of monthly subscriptions and an expanding course repertoire, coupled with ongoing platform refinement and bolstered marketing capabilities, we anticipate increased revenue growth from individual learners. Furthermore, as our course offerings multiply, we're bolstering our business-to-business revenue stream by offering scalable course access to enterprises, governments, and higher education institutions. This strategic focus underscores our commitment to operational efficiency and profitability.

 

At the heart of our strategic agenda lie two paramount initiatives. We're intensifying our efforts in the international market, bolstering customer base expansion and delivering tailored enterprise solutions for corporations and governments. Additionally, a significant strategic focus revolves around promoting online degrees, overseeing enrolment growth, and enhancing online program management. This includes forgoing multi-year partnerships with reputable universities, solidifying our position as a leader in online education.

 

The newly appointed management team is deeply committed to ensuring FutureLearn's viability and sustainability as well as upholding its position as a market leader in its category.

 

Key performance indicators

 

 

10 months ending

31/05/2023

12 months ending

31/07/2022

 

£'000

£'000

 

Gross profit margin

67.3%

49.5%

Operating costs

18,831

22,405

Turnover

7,336

10,141

 

 

On behalf of the board

Vitali Klopot
Director
21 August 2024
FutureLearn Limited
Directors' report
For the period ended 31 May 2023
3

The directors present their annual report and financial statements for the period ended 31 May 2023.

Principal activities

The main business activity of the Group is to offer, through its online learning platform, a diverse range of high quality courses from universities and other course creating partners which are made available directly to individual learners or indirectly to learners through organisations with whom they are affiliated such as employers or professional bodies. The Group is continuing to develop its products, services, partnerships and marketing activities to deliver revenue growth.

Results and dividends

The results for the period are set out on .

 

In the 10 months ended 31 May 2023, the loss before taxation of the Group was £13.8m (2022: £17.4m). The loss represents the cost of product development, communications and marketing, and partner engagement.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Joshua Nester
(Resigned 30 November 2022)
Dr Devendra Kodwani
(Resigned 30 November 2022)
Rohinton Kalifa
(Resigned 30 November 2022)
P Robert-Tissot
(Resigned 30 December 2022)
Christopher Sheppard
(Resigned 30 December 2022)
Andrew Hancock
(Appointed 11 October 2021 and resigned 31 March 2023)
Colin Hughes
(Appointed 1 August 2021 and resigned 30 November 2022)
Miguel Garcia
(Appointed 13 December 2022)
Vitali Klopot
(Appointed 13 December 2022)
Joseph Johnson
(Appointed 14 March 2022)
Directors' indemnities

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company has taken out directors' and officers' liability insurance for the benefit of its Directors during the year which remains in force at the date of this report.

Auditor

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

FutureLearn Limited
Directors' report (continued)
For the period ended 31 May 2023
4
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Financial risk management

The Group maintains its cash balances across 2 main banking institutions being National Westminster Bank and HSBC. FutureLearn prices its products in five different currencies (GBP, Euros, US Dollars, Indian Rupees and Australian Dollars) and manages the inherent currency risk by reviewing and resetting pricing levels across the currencies on a monthly basis.

Going Concern

Two rounds of investment from The Open University and SEEK took place in the financial year: £2.8m was invested in early November with a further £8.9m on 30th November 2022. The Company was then acquired, on the same day, by its new parent company GAH Education Holdings Limited which is part of the Global University Systems (GUS) Group. Since May 2022, the Company has received additional £3.5m funds from the GUS Group. On 31st of May 2024, the company was then acquired by UK Academic Holdings Ltd, which is also part of the Global University Systems Group.

 

The Company has received a letter of support from UK Academic Holdings Ltd, which itself has received a letter of support from Global University Systems B.V, which means that the Directors consider that it is appropriate to prepare these financial statements on a going concern basis.

 

 

FutureLearn Limited
Directors' report (continued)
For the period ended 31 May 2023
5
On behalf of the board
Vitali Klopot
Director
21 August 2024
FutureLearn Limited
Independent auditor's report
To the members of FutureLearn Limited
6
Opinion

We have audited the financial statements of FutureLearn Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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, other than that disclosed in the strategic report, directors' report and note 1.4, relating to events or conditions that, individually or collectively, may cast significant doubt on the group 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.

 

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report 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.

 

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.

FutureLearn Limited
Independent auditor's report (continued)
To the members of FutureLearn Limited
7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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 financial statements.

FutureLearn Limited
Independent auditor's report (continued)
To the members of FutureLearn Limited
8

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

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 resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

FutureLearn Limited
Independent auditor's report (continued)
To the members of FutureLearn Limited
9
Lucy Brennan (Senior Statutory Auditor)
For and on behalf of Saffery LLP
21 August 2024
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
FutureLearn Limited
Group statement of comprehensive income
For the period ended 31 May 2023
10
Period
Year
ended
ended
31 May
31 July
2023
2022
Notes
£'000
£'000
Turnover
3
7,336
10,141
Cost of sales
(2,396)
(5,126)
Gross profit
4,940
5,015
Administrative expenses
(13,624)
(22,486)
Other operating (expenses)/income
(149)
81
Exceptional item
4
(698)
-
0
Exceptional item
4
(4,360)
-
0
Operating loss
5
(13,891)
(17,390)
Interest receivable and similar income
9
45
5
Loss before taxation
(13,846)
(17,385)
Tax on loss
10
(8)
(16)
Loss for the financial period
21
(13,854)
(17,401)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
FutureLearn Limited
Group statement of financial position
As at 31 May 2023
31 May 2023
11
31 May 2023
31 July 2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Intangible assets
12
18
1,001
Current assets
Debtors
15
1,639
2,122
Cash at bank and in hand
5,421
8,683
7,060
10,805
Creditors: amounts falling due within one year
16
(5,346)
(7,930)
Net current assets
1,714
2,875
Net assets
1,732
3,876
Capital and reserves
Called up share capital
20
66,870
64,379
Share premium account
21
28,107
18,879
Other reserves
21
(5)
4
Profit and loss reserves
21
(93,240)
(79,386)
Total equity
1,732
3,876

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
21 August 2024
Vitali Klopot
Director
Company registration number 08324083 (England and Wales)
FutureLearn Limited
Company statement of financial position
As at 31 May 2023
31 May 2023
12
31 May 2023
31 July 2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Intangible assets
12
18
1,001
Investments
13
34
34
52
1,035
Current assets
Debtors
15
1,639
2,121
Cash at bank and in hand
5,345
8,589
6,984
10,710
Creditors: amounts falling due within one year
16
(5,355)
(7,910)
Net current assets
1,629
2,800
Net assets
1,681
3,835
Capital and reserves
Called up share capital
20
66,870
64,379
Share premium account
21
28,107
18,879
Profit and loss reserves
21
(93,296)
(79,423)
Total equity
1,681
3,835

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £13,873,764 (2022 - £17,429,572 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.true

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
21 August 2024
Vitali Klopot
Director
Company registration number 08324083 (England and Wales)
FutureLearn Limited
Group statement of changes in equity
For the period ended 31 May 2023
13
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 August 2021
60,059
18,197
-
(61,985)
16,271
Year ended 31 July 2022:
Loss and total comprehensive income for the year
-
-
-
(17,401)
(17,401)
Issue of share capital
20
4,320
682
-
-
5,002
Other movements
-
-
4
-
4
Balance at 31 July 2022
64,379
18,879
4
(79,386)
3,876
Period ended 31 May 2023:
Loss and total comprehensive income for the period
-
-
-
(13,854)
(13,854)
Issue of share capital
20
2,494
9,228
-
-
11,722
Reduction of shares
20
(3)
-
-
-
(3)
Other movements
-
-
(9)
-
(9)
Balance at 31 May 2023
66,870
28,107
(5)
(93,240)
1,732
FutureLearn Limited
Company statement of changes in equity
For the period ended 31 May 2023
14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 August 2021
60,059
18,197
(61,993)
16,263
Year ended 31 July 2022:
Loss and total comprehensive income for the year
-
-
(17,430)
(17,430)
Issue of share capital
20
4,320
682
-
5,002
Balance at 31 July 2022
64,379
18,879
(79,423)
3,835
Period ended 31 May 2023:
Profit and total comprehensive income
-
-
(13,873)
(13,873)
Issue of share capital
20
2,494
9,228
-
11,722
Reduction of shares
20
(3)
-
-
(3)
Balance at 31 May 2023
66,870
28,107
(93,296)
1,681
FutureLearn Limited
Group statement of cash flows
For the period ended 31 May 2023
15
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash absorbed by operations
25
(14,639)
(15,998)
Income taxes paid
(17)
(62)
Net cash outflow from operating activities
(14,656)
(16,060)
Investing activities
Purchase of intangible assets
(361)
(1,130)
Interest received
45
5
Net cash used in investing activities
(316)
(1,125)
Financing activities
Proceeds from issue of shares
11,722
5,002
Purchase of treasury shares
(3)
-
0
Net cash generated from financing activities
11,719
5,002
Net decrease in cash and cash equivalents
(3,253)
(12,183)
Cash and cash equivalents at beginning of period
8,683
20,862
Effect of foreign exchange rates
(9)
4
Cash and cash equivalents at end of period
5,421
8,683
FutureLearn Limited
Company statement of cash flows
For the period ended 31 May 2023
16
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash absorbed by operations
26
(14,647)
(16,003)
Taxes paid
-
(59)
Net cash outflow from operating activities
(14,647)
(16,062)
Investing activities
Purchase of intangible assets
(361)
(1,130)
Interest received
45
5
Net cash used in investing activities
(316)
(1,125)
Financing activities
Proceeds from issue of shares
11,722
5,002
Purchase of treasury shares
(3)
-
0
Net cash generated from financing activities
11,719
5,002
Net decrease in cash and cash equivalents
(3,244)
(12,185)
Cash and cash equivalents at beginning of period
8,589
20,774
Cash and cash equivalents at end of period
5,345
8,589
FutureLearn Limited
Notes to the group financial statements
For the period ended 31 May 2023
17
1
Accounting policies
Company information

FutureLearn Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Buchanan House, 30 Holborn, London, England, EC1N 2HS.

 

The group consists of FutureLearn Limited and all of its subsidiaries.

1.1
Reporting period

The reporting period for these financial statements was shortened from 31 July 2023 to 31 May 2023, in order to align the accounting reference date with that of other entities within the group. Comparative amounts in the financial statements (including the related notes) represent those for a full year and, therefore, are not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company FutureLearn Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 May 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
18

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the Group will continue in operational existence for the foreseeable future.

 

The Group relies on the continued support of Global University Systems B.V to meet its working capital requirements. At the time of approving the financial statements the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The directors have received a letter of support from its immediate parent, UK Academic Holdings Ltd, which itself has received a letter of support from Global University Systems B.V, and therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from online learning services is recognised when the services are supplied to the external customers against the orders received or when the terms of the contract have been satisfied.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
19

The Group capitalises course development costs as assets that are expected to create future economic benefits. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Courses
3 years
1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
20

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
21
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
22
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
1
Accounting policies (continued)
23
1.16
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting judgements 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 amount 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 that 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Bad and doubtful debt judgements

At the year end, the debtor balances are reviewed, and management carries out a line by line review of the circumstances surrounding each debt; were it is deemed to be a bad debt the debt is written off or where it is deemed to be a doubtful debt a provision is made against the debt.

 

Impairments in respect of learning resources internally capitalised as intangible assets

At the year end the performance of each course is reviewed in relation to revenue generated by said course. If specific revenue targets area not being hit by one course management will impair the value of the course opposed to amortising it over the three year period as noted in the relevant accounting policy.

 

 

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
24
3
Turnover and other revenue
2023
2022
£'000
£'000
Turnover analysed by class of business
Rendering of services
7,336
10,141
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
4,757
6,559
European Union
733
1,280
Other
1,846
2,302
7,336
10,141
2023
2022
£'000
£'000
Other revenue
Interest income
45
5
Grants received
(149)
81
4
Exceptional item
2023
2022
£'000
£'000
Expenditure
Exceptional item - group restructuring costs
4,360
-
Exceptional item - impairment losses
698
-
5,058
-

During the period to 31 May 2023, the company incurred significant costs in relation to the sale of the business to the GUS Group, subsequent restructuring, and redundancy payments to directors.

 

As a prudent measure, intangible assets have been impaired significantly, per the impairment policy of the company, to write down courses whose earning potential was unable to be supported by revenue data.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
25
5
Operating loss
2023
2022
£'000
£'000
Operating loss for the period is stated after charging/(crediting):
Exchange losses
25
88
Government grants
149
(81)
Depreciation of owned tangible fixed assets
-
13
Amortisation of intangible assets
459
419
Impairment of intangible assets
885
698
Share-based payments
-
(491)
Operating lease charges
385
222
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
75
43
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
111
179
109
179

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Wages and salaries
9,292
16,314
9,316
16,394
Social security costs
1,058
1,436
1,058
1,436
Pension costs
308
486
308
486
10,658
18,236
10,682
18,316
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
26
8
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
1,289
809
Company pension contributions to defined contribution schemes
23
20
1,312
829
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£'000
£'000
Remuneration for qualifying services
900
467
Company pension contributions to defined contribution schemes
16
20
9
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest on bank deposits
45
5
2023
2022
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
45
5
10
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
8
16
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
10
Taxation (continued)
27

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
2022
£'000
£'000
Loss before taxation
(13,846)
(17,385)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(2,631)
(3,303)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
4
Unutilised tax losses carried forward
2,636
3,307
Double tax relief
-
0
5
Other permanent differences
3
3
Taxation charge
8
16
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£'000
£'000
In respect of:
Intangible assets
12
885
698
Recognised in:
Administrative expenses
186
698
Exceptional items
699
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
28
12
Intangible fixed assets
Group
Courses
£'000
Cost
At 1 August 2022
2,511
Additions - internally developed
361
At 31 May 2023
2,872
Amortisation and impairment
At 1 August 2022
1,510
Amortisation charged for the period
459
Impairment losses
885
At 31 May 2023
2,854
Carrying amount
At 31 May 2023
18
At 31 July 2022
1,001
Company
Courses
£'000
Cost
At 1 August 2022
2,511
Additions - internally developed
361
At 31 May 2023
2,872
Amortisation and impairment
At 1 August 2022
1,510
Amortisation charged for the period
459
Impairment losses
885
At 31 May 2023
2,854
Carrying amount
At 31 May 2023
18
At 31 July 2022
1,001

More information on impairment movements in the period is given in note 11.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
29
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
14
-
0
-
0
34
34
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 August 2022 and 31 May 2023
34
Carrying amount
At 31 May 2023
34
At 31 July 2022
34
14
Subsidiaries

Details of the company's subsidiaries included in consolidation at 31 May 2023 are as follows:

Name of undertaking
Registered office
Class of shares
% Held
Direct
FutureLearn Australia Pty Limited
Melbourne, 3004, Victoria, Australia
Ordinary
100.00
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
646
499
646
498
Other debtors
94
335
94
335
Prepayments and accrued income
899
1,288
899
1,288
1,639
2,122
1,639
2,121
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
30
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Trade creditors
256
1,330
255
1,328
Corporation tax payable
5
14
-
0
-
0
Other taxation and social security
277
416
277
416
Deferred income
17
1,475
1,886
1,475
1,886
Other creditors
149
138
164
134
Accruals
3,184
4,146
3,184
4,146
5,346
7,930
5,355
7,910
17
Deferred income
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Other deferred income
1,475
1,886
1,475
1,886
18
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
308
486

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
31
19
Share-based payment transactions
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Expenses recognised in the period
Share-based compensation expense and restructuring costs
-
(491)
-
(491)

The Group operated a share scheme for members of the Senior Leadership Team (the "B share scheme"). As at 31 July 2022, there were no senior leadership team members actively enrolled in the scheme. The scheme is now closed and information below is provided for context to comparative figures.

 

Under this scheme, a class of shares (known as B Ordinary Shares) representing up to 10% of the parent company's share capital may be allocated by the Board to members of the scheme.

 

The B shares are purchased by the scheme members at fair market value and vest over a period of four years. The terms attached to the shares mean that they have a value only when the Company is worth more than £100 million. The opportunities to sell the shares are limited to specific liquidity events as defined by the Board. The B shares have no voting rights but they do have dividends rights.

 

Restructuring costs relate to changes in team structure made during the year including previous amount provided for being reversed due to members inside the scheme leaving the business and as such forfeiting their B shares.

20
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
A Ordinary shares of £1 each
66,811,368
64,317,790
66,812
64,318
B Ordinary shares of 1p each
5,833,332
6,083,366
58
61
72,644,700
70,401,156
66,870
64,379
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
20
Share capital (continued)
32

During the reporting period, the company issued 2,404,200 Ordinary £1 shares at a value of £1.158 per share with a total consideration received of £2,784,064. These shares hold the same rights and voting power of the pre-existing Ordinary shares. The company additionally issued 89,378 Ordinary shares at a value of £99.99 per share with a total consideration received of £8,937,723.

 

The company purchased own shares for cancellation of 250,000 B Ordinary £0.01 shares at a value of £0.01 per share for a total consideration £2,500.

 

The holders of B Ordinary Shares shall not be entitled to receive notice of or to attend, speak or vote at any general meetings of the company, and shall not be entitled to receive or vote on any proposed written resolutions of the company.

 

On 1 December 2023, 4,111,468 ordinary shares of £1.00 each in the capital of the Company were re-designated as 4,111,468 A ordinary shares of £1.00 each, having the same rights as the holders of Ordinary Shares and the entitlement to receive notice of and to attend, speak and vote at all general meetings of the Company.

 

However, the holders of A Ordinary shares shall not be entitled to vote on any matters relating to any management incentive plan that may be implemented by the Company or any of its subsidiaries from time to time.

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
33
21
Reserves
Profit and loss reserves

Other reserves total a negative £4,796 (2023: £4,336 positive) and consist of a foreign exchange reserve as a result of translation of the Australian entity's statements.

22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Within one year
409,530
518,449
409,530
518,449
Between two and five years
-
323,356
-
323,356
409,530
841,805
409,530
841,805
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
34
23
Related party transactions

Group

 

During the period up until the date of sale to the GUS Group, FutureLearn Limited incurred charges of £203,795 (2022: £381,878) from The Open University for various costs related to course services, staff and training. FutureLearn Limited received degree enrolment and partner fees totalling £244,800 (2022: £275,482) from The Open University. At year end, the company was owed £nil (2022: nil) in relation to its degrees contract.

 

The above transactions were carried out on an arm's length basis.

 

The Open University and SEEK Limited provided a £8.9m capital contribution prior to acquisition as a condition of the completion of the sale.

 

Company

 

The Company has taken advantage of the exemption permitted by section 33 'Related Party Disclosures', not to provide disclosures of transactions entered into with other wholly-owned members of the group.

 

During the period up until the date of sale to the GUS Group, FutureLearn Limited incurred charges of £203,795 (2022: £381,878) from The Open University for various costs related to course services, staff and training. FutureLearn Limited received degree enrolment and partner fees totalling £244,800 (2022: £275,482) from The Open University. At year end, the company was owed £nil (2022: nil) in relation to its degrees contract.

 

The above transactions were carried out on an arm's length basis.

 

The Open University and SEEK Limited provided a £8.9m capital contribution prior to acquisition as a condition of the completion of the sale.

24
Controlling party

The Company was involved in an internal group restructuring since the previous year. The ultimate controlling party remains the same. The previous immediate parent of the Company was GAH Education Holding Limited.

 

The immediate parent undertaking of FutureLearn Limited is UK Academic Holdings Ltd. Its registered office is 30 Holborn, Buchanan House, London, England, EC1N2HS.

 

The ultimate controlling party of FutureLearn Limited is the Heritage Trust.

 

The smallest group of undertakings for which group financial statements have been drawn up including FutureLearn Limited is that headed by Global University Systems Holding B.V. whose financial statements are publicly available, copies of which may be obtained from its registered office at Passeerdersgracht 23, 1016XG Amsterdam, The Netherlands.

 

The largest group of undertakings for which group financial statements have been drawn up including FutureLearn Limited is that headed by Academic Bridge B.V whose financial statements are publicly available, copies of which may be obtained from its registered office at Passeerdersgracht 23, 1016XG Amsterdam, The Netherlands.

 

 

FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
35
25
Cash absorbed by group operations
2023
2022
£'000
£'000
Loss for the period after tax
(13,854)
(17,401)
Adjustments for:
Taxation charged
8
16
Investment income
(45)
(5)
(Gain)/loss on disposal of tangible fixed assets
-
34
Amortisation and impairment of intangible assets
1,344
1,117
Depreciation and impairment of tangible fixed assets
-
13
Movements in working capital:
Decrease in debtors
483
418
(Decrease)/increase in creditors
(2,164)
405
Decrease in deferred income
(411)
(595)
Cash absorbed by operations
(14,639)
(15,998)
26
Cash absorbed by operations - company
2023
2022
£'000
£'000
Loss for the period after tax
(13,873)
(17,430)
Adjustments for:
Taxation charged
-
0
2
Investment income
(45)
(5)
(Gain)/loss on disposal of tangible fixed assets
-
34
Amortisation and impairment of intangible assets
1,344
1,117
Depreciation and impairment of tangible fixed assets
-
13
Movements in working capital:
Decrease in debtors
482
450
(Decrease)/increase in creditors
(2,144)
411
Decrease in deferred income
(411)
(595)
Cash absorbed by operations
(14,647)
(16,003)
27
Analysis of changes in net funds - group
1 August 2022
Cash flows
Exchange rate movements
31 May 2023
£'000
£'000
£'000
£'000
Cash at bank and in hand
8,683
(3,253)
(9)
5,421
FutureLearn Limited
Notes to the group financial statements (continued)
For the period ended 31 May 2023
36
28
Analysis of changes in net funds - company
1 August 2022
Cash flows
31 May 2023
£'000
£'000
£'000
Cash at bank and in hand
8,589
(3,244)
5,345
2023-05-312022-08-01falseCCH SoftwareCCH Accounts Production 2023.300Joshua  NesterDr  Devendra KodwaniRohinton KalifaP Robert-TissotChristopher SheppardAndrew HancockColin HughesMiguel GarciaVitali KlopotJoseph Johnsonfalse083240832022-08-012023-05-3108324083bus:Director82022-08-012023-05-3108324083bus:Director92022-08-012023-05-3108324083bus:Director102022-08-012023-05-3108324083bus:Director12022-08-012023-05-3108324083bus:Director22022-08-012023-05-3108324083bus:Director32022-08-012023-05-3108324083bus:Director42022-08-012023-05-3108324083bus:Director52022-08-012023-05-3108324083bus:Director62022-08-012023-05-3108324083bus:Director72022-08-012023-05-3108324083bus:RegisteredOffice2022-08-012023-05-3108324083bus:Consolidated2023-05-31083240832023-05-3108324083bus:Consolidated2022-08-012023-05-3108324083bus:Consolidated2021-08-012022-07-3108324083bus:Consolidated12022-08-012023-05-3108324083bus:Consolidated12021-08-012022-07-3108324083core:Exceptionalbus:Consolidated12022-08-012023-05-3108324083core:Exceptionalbus:Consolidated12021-08-012022-07-31083240832021-08-012022-07-3108324083core:OtherResidualIntangibleAssetsbus:Consolidated2023-05-3108324083core:OtherResidualIntangibleAssetsbus:Consolidated2022-07-3108324083core:OtherResidualIntangibleAssets2023-05-3108324083core:OtherResidualIntangibleAssets2022-07-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2023-05-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-07-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-05-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-07-3108324083core:ShareCapitalbus:Consolidated2023-05-3108324083core:ShareCapitalbus:Consolidated2022-07-3108324083core:SharePremiumbus:Consolidated2023-05-3108324083core:SharePremiumbus:Consolidated2022-07-3108324083core:OtherMiscellaneousReservebus:Consolidated2023-05-3108324083core:OtherMiscellaneousReservebus:Consolidated2022-07-3108324083core:ShareCapital2023-05-3108324083core:ShareCapital2022-07-3108324083core:SharePremium2023-05-3108324083core:SharePremium2022-07-3108324083core:RetainedEarningsAccumulatedLosses2023-05-3108324083core:ShareCapitalbus:Consolidated2021-07-3108324083core:SharePremiumbus:Consolidated2021-07-3108324083core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-07-3108324083core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-07-3108324083core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-05-3108324083core:ShareCapital2021-07-3108324083core:SharePremium2021-07-3108324083core:RetainedEarningsAccumulatedLosses2021-07-3108324083core:RetainedEarningsAccumulatedLosses2022-07-31083240832022-07-3108324083core:ShareCapitalbus:Consolidated2021-08-012022-07-3108324083core:SharePremiumbus:Consolidated2021-08-012022-07-3108324083core:ShareCapitalbus:Consolidated2022-08-012023-05-3108324083core:SharePremiumbus:Consolidated2022-08-012023-05-3108324083core:ShareCapital2021-08-012022-07-3108324083core:SharePremium2021-08-012022-07-3108324083core:ShareCapital2022-08-012023-05-3108324083core:SharePremium2022-08-012023-05-3108324083bus:Consolidated2022-07-3108324083bus:Consolidated2021-07-31083240832021-07-3108324083core:IntangibleAssetsOtherThanGoodwill2022-08-012023-05-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-08-012023-05-3108324083core:UKTaxbus:Consolidated2022-08-012023-05-3108324083core:UKTaxbus:Consolidated2021-08-012022-07-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-07-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-07-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:InternallyGeneratedIntangibleAssetsbus:Consolidated2022-08-012023-05-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:InternallyGeneratedIntangibleAssets2022-08-012023-05-3108324083core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillbus:Consolidated2022-08-012023-05-310832408312022-08-012023-05-3108324083core:CurrentFinancialInstruments2023-05-3108324083core:CurrentFinancialInstruments2022-07-3108324083core:CurrentFinancialInstrumentsbus:Consolidated2023-05-3108324083core:CurrentFinancialInstrumentsbus:Consolidated2022-07-3108324083core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-05-3108324083core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-07-3108324083core:CurrentFinancialInstrumentscore:WithinOneYear2023-05-3108324083core:CurrentFinancialInstrumentscore:WithinOneYear2022-07-3108324083bus:PrivateLimitedCompanyLtd2022-08-012023-05-3108324083bus:FRS1022022-08-012023-05-3108324083bus:Audited2022-08-012023-05-3108324083bus:ConsolidatedGroupCompanyAccounts2022-08-012023-05-3108324083bus:FullAccounts2022-08-012023-05-31xbrli:purexbrli:sharesiso4217:GBP