Company registration number 08097513 (England and Wales)
NOMADIC LEARNING LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
NOMADIC LEARNING LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
NOMADIC LEARNING LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
$
$
$
$
Non-current assets
Intangible assets
3
754,316
732,709
Property, plant and equipment
4
3,660
757,976
732,709
Current assets
Trade and other receivables falling due after more than one year
7
1,946,260
2,395,866
Trade and other receivables falling due within one year
7
145,405
12,427
Cash and cash equivalents
20,777
20,935
2,112,442
2,429,228
Current liabilities
8
(6,179,036)
(6,300,434)
Net current liabilities
(4,066,594)
(3,871,206)
Total assets less current liabilities
(3,308,618)
(3,138,497)
Non-current liabilities
9
(20,108)
(31,272)
Net liabilities
(3,328,726)
(3,169,769)
Equity
Called up share capital
10
17
17
Other reserves
143,495
143,495
Retained earnings
(3,472,238)
(3,313,281)
Total equity
(3,328,726)
(3,169,769)
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
NOMADIC LEARNING LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 4 October 2024 and are signed on its behalf by:
T J G Sarchet
Director
Company registration number 08097513 (England and Wales)
NOMADIC LEARNING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Notes
Share capital
Other reserves
Retained earnings
Total
$
$
$
$
Balance at 1 January 2022
17
143,495
(3,435,830)
(3,292,318)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
122,549
122,549
Balance at 31 December 2022
17
143,495
(3,313,281)
(3,169,769)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(158,957)
(158,957)
Balance at 31 December 2023
17
143,495
(3,472,238)
(3,328,726)
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Nomadic Learning Limited is a private company limited by shares incorporated in England and Wales. The registered office is 42 Durovernum Court, Old Dover Road, Canterbury, Kent, CT1 3DA.
1.1
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At the time of approving the financial statements, the directors are uncertain of whether the company will continue in operation for the foreseeable future. The going concern status is contingent on whether the company’s intangible assets are successfully sold to market. Following a successful sale, the directors expect that the company will wind down and cease trading by January 2025. If a sale is not successful, the directors expect the company to continue trading.
Therefore, in light of these conditions, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue is recognised on a cost plus basis in relation to services performed on behalf of the group. Revenue is based on when the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.
1.4
Intangible fixed assets other than goodwill
Intangible assets are internally generated and are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Platform development costs
3 - 5 years
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Depreciation is recognised so as to write off the cost of assets less their residual values on a straight line basis over their useful lives as follows:
Computer equipment
3 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of income.
1.6
Impairment of non-current assets
At each reporting period end date, the company 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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 trade and other receivables and cash and bank balances, 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.
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 company after deducting all of its liabilities.
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.14
Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into US dollar at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
6
6
3
Intangible fixed assets
Platform development costs
$
Cost
At 1 January 2023
1,377,952
Additions
463,007
At 31 December 2023
1,840,959
Amortisation and impairment
At 1 January 2023
645,243
Amortisation charged for the year
441,400
At 31 December 2023
1,086,643
Carrying amount
At 31 December 2023
754,316
At 31 December 2022
732,709
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
4
Property, plant and equipment
Computer equipment
$
Cost
At 1 January 2023
Additions
3,959
At 31 December 2023
3,959
Depreciation and impairment
At 1 January 2023
Depreciation charged in the year
299
At 31 December 2023
299
Carrying amount
At 31 December 2023
3,660
At 31 December 2022
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Nomadic Learning Corporation
USA
Digital learning services
Ordinary
100.00
6
Financial instruments
2023
2022
$
$
Carrying amount of financial liabilities
Measured at fair value through the income statement
Derivative liability relating to discount on convertible loan notes
856,828
856,828
7
Trade and other receivables
2023
2022
$
$
Amounts falling due within one year:
Other receivables
145,405
12,427
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Trade and other receivables
(Continued)
- 9 -
2023
2022
$
$
Amounts falling due after more than one year:
Nomadic Learning Corporation
1,946,260
2,395,866
Total debtors
2,091,665
2,408,293
The amount due from Nomadic Learning Corporation is provided interest free, is unsecured and repayable on demand.
8
Current liabilities
2023
2022
$
$
Convertible loans
3,364,748
3,365,748
Bank loan
12,717
11,869
Trade payables
85,037
15,317
Taxation and social security
3,312
Derivative liability relating to discount on convertible loan notes
856,828
856,828
Deferred income
365,975
Accruals
1,859,706
1,681,385
6,179,036
6,300,434
9
Non-current liabilities
2023
2022
$
$
Bank loan
20,108
31,272
10
Called up share capital
2023
2022
$
$
Ordinary share capital
Issued and fully paid
5,405,000 ordinary shares of 0.0002 each
17
17
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
11
Share-based payment transactions
The company has granted options to employees of its subsidiary to subscribe for ordinary shares in the company. A summary of the principal terms and conditions of all options that existed during the year is as follows:
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
$
$
Outstanding at 1 January 2023
1,928,803
1,649,428
0.78
0.80
Granted
579,485
279,375
0.87
0.85
Outstanding at 31 December 2023
2,508,288
1,928,803
0.80
0.78
Exercisable at 31 December 2023
2,508,288
328,677
0.80
0.78
The prior year disclosure has been restated to include options granted but not reported in the prior year financial statements.
12
Related party transactions
The company earned fees receivable from Nomadic Learning Corporation of $1,161,111 (2022: $1,348,041).
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