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Registered number: 13197797










LEARNA HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2024

 
LEARNA HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Professor J S Davies 
C P H Mills 
C H B Mills 
C Probert 




Registered number
13197797



Registered office
Ty Bevan House
Cleeve Drive

Llanishen

Cardiff

CF14 5GF




Independent auditors
MHA

MHA House

Charter Court

Phoenix Way

Swansea Enterprise Park

Swansea

SA79FS





 
LEARNA HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9 - 10
Company Balance Sheet
11 - 12
Consolidated Statement of Changes in Equity
13 - 14
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
15
Notes to the Financial Statements
16 - 31


 
LEARNA HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2024

Introduction
 
The directors present their strategic report of the group for the year end 28 February 2024.

Business review
 
The results for the period and the financial position of the group are as shown in the annexed financial statements.
The group's key measurements of the effectiveness of its operatIons are gross margin and turnover. The gross profit margin has increased from 66% in 2023 to 69% in 2024. Turnover has increased from £6.1m in 2023 to £7.4m in 2024. 

The Balance Sheet shows the group had net current assets £2.1m and net assets £12.5m as at 28 February 2024. The group's cash at bank balance is £4m at the balance sheet date. 

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


This report was approved by the board on 27 November 2024 and signed on its behalf.



C Probert
Director

Page 1

 
LEARNA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2024

The directors present their report and the financial statements for the year ended 28 February 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Principal activity

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

Results and dividends

The profit for the year, after taxation, amounted to £3,451,381 (2023 - £458,877).

No dividends will be distributed for the year ended 28 February 2024. 

Directors

The directors who served during the year were:

Professor J S Davies 
C P H Mills 
C H B Mills 
C Probert 

Future developments

The directors consider the future to be satisfactory. 

Page 2

 
LEARNA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

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

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

This report was approved by the board on 27 November 2024 and signed on its behalf.
 





C Probert
Director

Page 3

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

Opinion


We have audited the financial statements of Learna Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 28 February 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 28 February 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 5

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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
'- Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
-  Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred.
- Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness. 
- Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


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


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Page 6

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





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

Date:29 November 2024

.



MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313). 

Page 7

 
LEARNA HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2024

2024
2023
Note
£
£

  

Turnover
 4 
7,424,634
6,089,324

Cost of sales
  
(2,306,579)
(2,084,314)

Gross profit
  
5,118,055
4,005,010

Administrative expenses
  
(3,681,015)
(3,162,964)

Other operating income
 5 
3,303,446
-

Operating profit
 6 
4,740,486
842,046

Interest receivable and similar income
 9 
94,131
5,414

Interest payable and similar expenses
 10 
(72,029)
(143,892)

Profit before taxation
  
4,762,588
703,568

Tax on profit
  
(1,311,207)
(244,691)

Profit for the financial year
  
3,451,381
458,877

  

Total comprehensive income for the year
  
3,451,381
458,877

Profit for the year attributable to:
  

Owners of the parent Company
  
3,451,381
458,877

  
3,451,381
458,877

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
3,451,381
458,877

  
3,451,381
458,877

The notes on pages 16 to 31 form part of these financial statements.

Page 8

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797

CONSOLIDATED BALANCE SHEET
AS AT 28 FEBRUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
10,341,389
10,741,328

Tangible assets
 12 
27,317
41,065

  
10,368,706
10,782,393

Current assets
  

Debtors
 13 
1,250,279
835,906

Cash at bank and in hand
 14 
4,045,476
2,502,165

  
5,295,755
3,338,071

Creditors: amounts falling due within one year
 15 
(3,194,831)
(2,794,101)

Net current assets
  
 
 
2,100,924
 
 
543,970

Total assets less current liabilities
  
12,469,630
11,326,363

Creditors: amounts falling due after more than one year
 16 
-
(2,305,498)

Provisions for liabilities
  

Deferred taxation
  
(6,347)
(8,963)

  
 
 
(6,347)
 
 
(8,963)

Net assets excluding pension asset
  
12,463,283
9,011,902

Net assets
  
12,463,283
9,011,902


Capital and reserves
  

Called up share capital 
 18 
752
752

Share premium account
 19 
7,874,251
7,874,251

Profit and loss account
 19 
4,588,280
1,136,899

Equity attributable to owners of the parent Company
  
12,463,283
9,011,902

  
12,463,283
9,011,902


Page 9

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 November 2024.




C Probert
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797

COMPANY BALANCE SHEET
AS AT 28 FEBRUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
  
15,133,788
15,133,788

  
15,133,788
15,133,788

Current assets
  

Debtors
 13 
3
1

Cash at bank and in hand
 14 
2,647
3,633

  
2,650
3,634

Creditors: amounts falling due within one year
 15 
(3,578,588)
(1,214,863)

Net current liabilities
  
 
 
(3,575,938)
 
 
(1,211,229)

Total assets less current liabilities
  
11,557,850
13,922,559

  

Creditors: amounts falling due after more than one year
 16 
-
(2,305,499)

  

Net assets excluding pension asset
  
11,557,850
11,617,060

Net assets
  
11,557,850
11,617,060


Capital and reserves
  

Called up share capital 
 18 
752
752

Share premium account
 19 
7,874,251
7,874,251

Profit and loss account brought forward
  
3,742,059
3,886,052

Loss for the year
  
(59,212)
(143,995)

Profit and loss account carried forward
  
3,682,847
3,742,057

  
11,557,850
11,617,060


Page 11

 
LEARNA HOLDINGS LIMITED
REGISTERED NUMBER: 13197797
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 November 2024.


C Probert
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 12

 

 
LEARNA HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2024



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£


At 1 March 2023
752
7,874,251
1,136,899
9,011,902



Comprehensive income for the year


Profit for the year

-
-
3,451,381
3,451,381



Other comprehensive income for the year
-
-
-
-



Total comprehensive income for the year
-
-
3,451,381
3,451,381



Total transactions with owners
-
-
-
-



At 28 February 2024
752
7,874,251
4,588,280
12,463,283



The notes on pages 16 to 31 form part of these financial statements.

Page 13

 

 
LEARNA HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£


At 1 March 2022
752
7,874,251
678,022
8,553,025



Comprehensive income for the year


Profit for the year

-
-
458,877
458,877



Other comprehensive income for the year
-
-
-
-



Total comprehensive income for the year
-
-
458,877
458,877



Total transactions with owners
-
-
-
-



At 28 February 2023
752
7,874,251
1,136,899
9,011,902



The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
LEARNA HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,451,381
458,877

Adjustments for:

Amortisation of intangible assets
647,347
598,390

Depreciation of tangible assets
15,964
21,099

Interest paid
(72,019)
(102,211)

Interest received
94,131
1,318

Taxation charge
1,311,207
244,691

(Increase)/decrease in debtors
(754,188)
166,838

Increase/(decrease) in creditors
770,471
(390,820)

Corporation tax (paid)
(965,068)
(299,796)

Finance Costs
72,019
143,892

Net cash generated from operating activities

4,571,245
842,278


Cash flows from investing activities

Purchase of intangible fixed assets
(247,409)
(203,635)

Purchase of tangible fixed assets
(2,216)
(16,286)

Interest received
(94,131)
(1,318)

Net cash from investing activities

(343,756)
(221,239)

Cash flows from financing activities

Repayment of loans
(2,684,173)
(325,786)

Net cash used in financing activities
(2,684,173)
(325,786)

Net increase in cash and cash equivalents
1,543,316
295,253

Cash and cash equivalents at beginning of year
2,502,164
2,206,912

Cash and cash equivalents at the end of year
4,045,480
2,502,165


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,045,480
2,502,165

4,045,480
2,502,165


The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

Page 16

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

 
2.4

Revenue recognition

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

Rendering of services

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

  

Fee income

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

Page 17

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.5

Operating leases:

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

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

 
2.6

Research and development

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

 
2.7

Interest income

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

 
2.8

Finance costs

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

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 18

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

Page 19

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

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

Other intangible assets

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

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

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

 
2.13

Tangible fixed assets

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

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

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

Page 20

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the remaining useful life of the lease
Fixtures and fittings
-
25% 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.

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

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

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

 
2.16

Cash and cash equivalents

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

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

 
2.17

Creditors

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

 
2.18

Provisions for liabilities

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

Page 21

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.19

Financial instruments

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

Basic financial assets

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

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

Financial liabilities

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

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

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

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

Page 22

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors which are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only effects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements that the directors have made in the process of applying the group's accounting policies and that have the most significant effect on the amounts recognised in the accounts.                                                                                                                                                                       

Intangible assets 
Intangible assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the income statement.
 


4.


Turnover

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


2024
2023
£
£

Online Education
7,424,634
6,089,324

7,424,634
6,089,324



5.


Other operating income

2024
2023
£
£

VAT repayments received
3,303,446
-

3,303,446
-


During the year, Learna Limited received repayments from HMRC following a successful appeal in relation to output VAT overpaid on supplies of education. Other operating income in 2024 includes £3,752,780 repayments received in respect of the aforementioned overpaid output VAT related to periods covering F18 to FY23, net of £449,334 in respect of restricted input vat in relation to the same matter.

Page 23

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

6.


Operating profi

The operating profi is stated after charging:

2024
2023
£
£

Exchange differences
11
62

Other operating lease rentals
45,710
45,897


7.


Auditors' remuneration

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



2024
2023
        £
        £

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

13,500

12,500


13,500

12,500



8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
1,580,740
1,416,917
-
-

Social security costs
177,408
159,884
-
-

Cost of defined contribution scheme
32,828
29,887
-
-

1,790,976
1,606,688
-
-


The average monthly number of employees, including the directors, for the group during the year was as follows:


        2024
        2023
            No.
            No.







Service, Sales and Administration
51
53



Directors
4
4

55
57

Page 24

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024







9.


Interest receivable

2024
2023
£
£


Other interest receivable
94,131
5,414

94,131
5,414


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
59,080
143,892

Other interest payable
12,949
-

72,029
143,892

Page 25

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

11.


Intangible assets

Group and Company





Programmes being developed
Completed Programmes
Goodwill
Total

£
£
£
£



Cost


At 1 March 2023
91,465
112,170
11,722,191
11,925,826


Additions - internal
247,409
-
-
247,409


Reclassified to held for sale
(194,446)
194,446
-
-



At 28 February 2024

144,428
306,616
11,722,191
12,173,235



Amortisation


At 1 March 2023
-
12,280
1,172,219
1,184,499


Charge for the year on owned assets
-
61,237
586,110
647,347



At 28 February 2024

-
73,517
1,758,329
1,831,846



Net book value



At 28 February 2024
144,428
233,099
9,963,862
10,341,389



At 28 February 2023
91,465
99,891
10,549,972
10,741,328



Page 26

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

12.


Tangible fixed assets

Group






Leasehold property
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 March 2023
14,811
111,546
126,357


Additions
-
2,216
2,216



At 28 February 2024

14,811
113,762
128,573



Depreciation


At 1 March 2023
3,272
82,020
85,292


Charge for the year on owned assets
2,067
13,897
15,964



At 28 February 2024

5,339
95,917
101,256



Net book value



At 28 February 2024
9,472
17,845
27,317



At 28 February 2023
11,539
29,526
41,065


13.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£



Trade debtors
707,351
406,533
-
-

Other debtors
94,380
122,088
3
1

Prepayments and accrued income
448,548
307,285
-
-

1,250,279
835,906
3
1


Page 27

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

14.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
4,045,476
2,502,165
2,647
3,633

4,045,476
2,502,165
2,647
3,633



15.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Debenture loans
-
120,642
-
120,642

Bank loans
-
258,033
-
258,033

Trade creditors
35,585
42,530
-
-

Corporation tax
606,139
244,444
-
-

Other taxation and social security
185,224
313,401
-
-

Other creditors
286,319
54,648
3,578,588
836,188

Accruals and deferred income
2,081,564
1,760,403
-
-

3,194,831
2,794,101
3,578,588
1,214,863



.


Company

Other creditors include £3,578,588 (2023 - £836,188) Amounts owed to group undertakings. These balances are interest-free and repayable on demand.

Page 28

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

16.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

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

Bank loans
-
180,498
-
180,499

-
2,305,498
-
2,305,499



The following liabilities were secured:
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Bank Loans
-
180,498
-
180,498

-
180,498
-
180,498

Details of security provided:

Bank loans were secured by way of a fixed and floating charge over the assets of the company. The security on bank loans contained a negative pledge. The bank loans were repaid during the year. 

.

Page 29

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

17.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
-
258,033
-
258,033

Debenture loans
-
120,642
-
120,642


-
378,675
-
378,675

Amounts falling due 1-2 years

Bank loans
-
180,498
-
180,498


-
180,498
-
180,498

Amounts falling due 2-5 years

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


-
2,125,000
-
2,125,000


-
2,684,173
-
2,684,173


The directors made the decision to repay the bank loans and debentures loans early during the year. 


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



375 (2023 - 375) A Ordinary shares of £1.00 each
375
375
225 (2023 - 225) B Ordinary shares of £1.00 each
225
225
150 (2023 - 150) C Ordinary shares of £1.00 each
150
150
1 (2023 - 1) Preference A share of £1.00
1
1
1 (2023 - 1) Preference B share of £1.00
1
1

752

752


Page 30

 
LEARNA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

19.


Reserves

Profit and loss account

Retained earnings includes all current and prior perod retained profit and losses. 


20.


Pension commitments

The subsidiary company Learna Limited operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the subsidiary company, in an independently administered fund.          

The pension cost charge in the year represents contributions payable by the company to the funds. 

Contributions totalling £7,177 (2023 - £12,381) were payable to the fund at the balance sheet date and are included in creditors. 


21.


Commitments under operating leases

At 28 February 2024 the Group  had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
27,496
27,496

Later than 1 year and not later than 5 years
102,281
109,980

Later than 5 years
-
19,661

129,777
157,137

22.


Related party exemption

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


23.


Controlling party

There is no single controlling party. 

 
Page 31