IRIS Accounts Production v24.3.2.46 12370289 Board of Directors 30.6.24 1.7.23 30.6.24 30.6.24 These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. the research, development and sale of computer software targets at the global education sector and the associated supply of maintenance and support contract services. true true true false true true false false false false false false false false false false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh123702892023-06-30123702892024-06-30123702892023-07-012024-06-30123702892022-06-30123702892022-07-012023-06-30123702892023-06-3012370289ns15:EnglandWales2023-07-012024-06-3012370289ns14:PoundSterling2023-07-012024-06-3012370289ns10:Director12023-07-012024-06-3012370289ns10:Consolidated2024-06-3012370289ns10:ConsolidatedGroupCompanyAccounts2023-07-012024-06-3012370289ns10:PrivateLimitedCompanyLtd2023-07-012024-06-3012370289ns10:FullIFRSns10:Consolidated2023-07-012024-06-3012370289ns10:Auditedns10:Consolidated2023-07-012024-06-3012370289ns10:ResidualCompaniesActDisclosuresWithIFRS2023-07-012024-06-3012370289ns10:Consolidated2023-07-012024-06-3012370289ns10:Consolidatedns10:ResidualCompaniesActDisclosuresWithIFRS2023-07-012024-06-3012370289ns10:FullAccounts2023-07-012024-06-3012370289ns5:Subsidiary12023-07-012024-06-3012370289ns5:Subsidiary22023-07-012024-06-3012370289ns5:Subsidiary32023-07-012024-06-3012370289ns5:Subsidiary42023-07-012024-06-301237028912023-07-012024-06-301237028912023-07-012024-06-3012370289ns10:OrdinaryShareClass12023-07-012024-06-3012370289ns10:Director62023-07-012024-06-3012370289ns10:RegisteredOffice2023-07-012024-06-3012370289ns10:Director42023-07-012024-06-3012370289ns10:Director52023-07-012024-06-3012370289ns10:Consolidated2022-07-012023-06-3012370289ns5:NetGoodwill2024-06-3012370289ns5:NetGoodwill2023-06-3012370289ns5:ShareCapital2024-06-3012370289ns5:ShareCapital2023-06-3012370289ns5:RetainedEarningsAccumulatedLosses2024-06-3012370289ns5:RetainedEarningsAccumulatedLosses2023-06-3012370289ns5:Non-currentFinancialInstruments2024-06-3012370289ns5:Non-currentFinancialInstruments2023-06-3012370289ns5:CurrentFinancialInstruments2024-06-3012370289ns5:CurrentFinancialInstruments2023-06-3012370289ns5:ShareCapital2022-06-3012370289ns5:RetainedEarningsAccumulatedLosses2022-06-3012370289ns5:RetainedEarningsAccumulatedLosses2022-07-012023-06-3012370289ns5:RetainedEarningsAccumulatedLosses2023-07-012024-06-3012370289ns5:NetGoodwill2023-07-012024-06-30123702891ns5:Subsidiary12023-07-012024-06-3012370289ns5:Subsidiary232023-07-012024-06-30123702895ns5:Subsidiary32023-07-012024-06-3012370289ns5:Subsidiary472023-07-012024-06-3012370289ns10:OrdinaryShareClass12024-06-3012370289ns5:RetainedEarningsAccumulatedLosses2023-06-3012370289ns5:WithinOneYearns5:CurrentFinancialInstruments2024-06-3012370289ns5:WithinOneYearns5:CurrentFinancialInstruments2023-06-30
REGISTERED NUMBER: 12370289 (England and Wales)











GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

EDUCATION HORIZONS GROUP (UK) LTD

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Profit or Loss 10

Consolidated Statement of Profit or Loss and
Other Comprehensive Income

11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Consolidated Statement of Cash
Flows

18

Notes to the Consolidated Financial Statements 19


EDUCATION HORIZONS GROUP (UK) LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024







DIRECTORS: R J Williams
K L Wright





REGISTERED OFFICE: Building 3
St Paul's Place
Norfolk Street
Sheffield
S1 2JE





REGISTERED NUMBER: 12370289 (England and Wales)





AUDITORS: Cooper Parry Group Limited
Statutory Auditor
First Floor, Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their strategic report of the company and the group for the year ended 30 June 2024.

REVIEW OF BUSINESS
The business continued to invest in the development of the Engage product throughout the year which has delivered increased functionality, security and stability of the product, and resulted in improved sales and revenue over the period.

Inflationary pressure at the start of the year (YOY) has impacted the Group with the CPI rate as high as 6.4% in Jul 2023 but reducing to 2.8% in June 2024 easing the burden on costs. The business continued to ensure that margins were managed through contract pricing reviews and cost control.

On 9 January 2025, Tes Aus Global Pty Ltd ('Tes') acquired the Education Horizons Group (incorporating the Double First Group), by acquiring 100% of the share capital of the ultimate parent company, Metis Holdco Ltd.

KEY PERFORMANCE INDICATORS
KPI's critical to business success are tracked by Senior Management and Directors on a monthly basis to measure how the business is performing.

Some of the operational KPI's we measure are quality audits, staff retention and revenue.

Some of the finance KPI's we measure are sales, customer contract retention, gross profit at contract level to ensure all contracts are achieving the required margin. At corporate level, we monitor cash management, net revenue growth against budget, debtors turn, gross margins, and PBIT.

The Directors are satisfied with the results in the period and believe the company is in a stronger position for the year ahead.

PRINCIPAL RISKS AND UNCERTAINTIES
Staff retention is an industry wide risk, and therefore the company place a great deal of emphasis on staff satisfaction and retention.

IT Security is a key focus for the business, and we have a comprehensive risk management framework in place as well as an approved security strategy that ensures end-to-end security across our product lifecycle.) The Education Horizons Group security program has seen us harden the hosted environment, increase vulnerability discovery and remediation time, and contribute to a highly scalable and secure new architecture.

The Directors continue to take a risk-averse approach to its trading activities and are committed to challenging costs to maintain or improve on historical margins.

On 29 July 2024, the UK government announced that private school fee's are subject to VAT at a standard rate, effective 1 January 2025. This presents a risk to Double First to the extent customer margins are affected and the group is managing and monitoring the risk closely to ensure churn and new business is minimally impacted.

The Directors are confident that policies and procedures in place address the range of strategic and tactical risks the business faces.


EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

ENVIRONMENTAL POLICIES
The Group recognises its corporate responsibility to carry out its operations whilst minimising the impact on the environment. The Directors are committed to ensuring that we meet or exceed minimum environmental standards, support Sustainable Employment and work collaboratively with the communities in which we operate.

The Group is committed to reducing their carbon footprint when possible in all appropriate activities.

HUMAN RESOURCES AND EMPLOYMENT POLICY
The Group recognise that our positive reputation is earned through our employees, and we are committed to ensuring fair and equal treatment for all.

Employee engagement has continued throughout the period, with initiatives being introduced to support employees. Ongoing communication continues with HR sending regular updates to all employees in terms of company updates, available benefits, expressions of gratitude and employee news stories.

In addition we have regular training opportunities available to employees to support their development and performance in their respective roles.

We are committed to maintaining a happy and high functioning workforce.

DIVERSITY
Our Code of Conduct states that we will adhere to equality of opportunity and respect for diversity throughout our business.

Not only is recruitment and selection crucially important to the success of this policy, promotion from within the business is vital as well. The Group strives to promote from within in the first instance always upholding the policy to ensure no job applicant, employee or worker is discriminated against either directly or indirectly.

We are confident with the application and effectiveness of our Code of Conduct, and we work tirelessly in the continued promotion of this policy across the workforce.

GENDER PAY GAP
Annually we complete a complete a review of employee salaries, to ensure broad pay parity.

GDPR
We have a comprehensive set of externally verified policies and procedures, all ISO 27001 compliant. We continue to comply with all major privacy laws including GDPR, UK GDPR and the Australian Privacy Act.

ON BEHALF OF THE BOARD:





K L Wright - Director


25 March 2025

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors who have held office during the period from 1 July 2023 to the date of this report are as follows:

M W Slattery - resigned 22 January 2024
N Thompson - appointed 22 January 2024

R J Williams and K L Wright were appointed as directors 9 January 2025.

B J Anns, N Thompson and D L Weickhardt ceased to be directors 9 January 2025.

POLITICAL AND CHARITABLE DONATIONS AND EXPENDITURE
The total value of charitable donations made in the year was £6,605. No political donations were made in 2024 or 2023.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 UK-adopted international accounting standards. 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 and then apply them consistently;
- make judgements 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


AUDITORS
The audit business of Haines Watts was acquired by Cooper Parry Group Limited on 30th September 2024. Haines Watts has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

In compliance with the Financial Reporting Council's 2019 revised ethical standards, following the completion of the statutory audit for the year ended 30 June 2024 Cooper Parry Group Limited will not be reappointed as statutory auditor for the Company. A resolution to appoint a new statutory auditor will be put to the shareholders at the Annual General Meeting.

ON BEHALF OF THE BOARD:





K L Wright - Director


25 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EDUCATION HORIZONS GROUP (UK) LTD


Opinion
We have audited the financial statements of Education Horizons Group (UK) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 30 June 2024 and of the group's loss for the year then ended;
-the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
-the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and
-the financial statements 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 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 relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EDUCATION HORIZONS GROUP (UK) LTD


Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EDUCATION HORIZONS GROUP (UK) LTD


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: .
International Financial Reporting Standards (IFRS) as adopted by the UK, IFRIC interpretations and the Companies Act 2006 as applicable to companies reporting under IFRS.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;
- Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;
- Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EDUCATION HORIZONS GROUP (UK) LTD


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 2006. Our 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 a Report of the Auditors 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.




Mark Newbold FCA (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
First Floor, Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU

25 March 2025

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £ £

CONTINUING OPERATIONS
Revenue 4 5,985,839 5,241,241

Cost of sales (2,426,374 ) (2,218,125 )
GROSS PROFIT 3,559,465 3,023,116

Administrative expenses (3,827,874 ) (3,160,066 )
OPERATING LOSS (268,409 ) (136,950 )

Finance costs 6 (890,508 ) (717,270 )

Finance income 6 3,592 41,170
LOSS BEFORE INCOME TAX 7 (1,155,325 ) (813,050 )

Income tax 9 71,267 (516,274 )
LOSS FOR THE YEAR (1,084,058 ) (1,329,324 )
Loss attributable to:
Owners of the parent (1,084,058 ) (1,329,324 )

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
£ £

LOSS FOR THE YEAR (1,084,058 ) (1,329,324 )

OTHER COMPREHENSIVE INCOME
Item that may be reclassified subsequently to profit or loss:
Foreign exchange reserve 4,824 1,958
Income tax relating to item that may be reclassified
subsequently to profit or loss

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

4,824

1,958
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,079,234

)

(1,327,366

)

Total comprehensive income attributable to:
Owners of the parent (1,079,234 ) (1,327,366 )

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 JUNE 2024

2024 2023
Notes £ £
ASSETS
NON-CURRENT ASSETS
Goodwill 11 3,356,822 3,356,822
Owned
Intangible assets 12 5,781,368 6,249,552
Property, plant and equipment 13 36,228 49,821
Right-of-use
Property, plant and equipment 13, 21 83,476 115,789
Investments 14 - -
Trade and other receivables 15 91,848 246,067
9,349,742 10,018,051
CURRENT ASSETS
Trade and other receivables 15 1,794,716 2,034,528
Tax receivable 42,713 22,082
Cash and cash equivalents 16 897,617 255,462
2,735,046 2,312,072
TOTAL ASSETS 12,084,788 12,330,123
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 17 1 1
Other reserves 18 (7,406 ) (12,230 )
Retained earnings 18 (2,850,362 ) (1,766,304 )
TOTAL EQUITY (2,857,767 ) (1,778,533 )
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 19 108,859 658,569
Financial liabilities - borrowings
Lease liabilities 20, 21 549,763 581,030
Deferred tax 22 1,429,741 1,504,969
2,088,363 2,744,568
CURRENT LIABILITIES
Trade and other payables 19 12,820,382 11,313,828
Financial liabilities - borrowings
Lease liabilities 20, 21 33,810 50,260
12,854,192 11,364,088
TOTAL LIABILITIES 14,942,555 14,108,656
TOTAL EQUITY AND LIABILITIES 12,084,788 12,330,123


EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued
30 JUNE 2024


The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by:





K L Wright - Director


EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

COMPANY STATEMENT OF FINANCIAL POSITION
30 JUNE 2024

2024 2023
Notes £ £
ASSETS
NON-CURRENT ASSETS
Goodwill 11 - -
Owned
Intangible assets 12 - -
Property, plant and equipment 13 - -
Right-of-use
Investments 14 5,796,888 5,796,888
5,796,888 5,796,888
CURRENT ASSETS
Cash and cash equivalents 16 1 1
TOTAL ASSETS 5,796,889 5,796,889
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 17 1 1
Retained earnings 18 (1,666,598 ) (1,087,987 )
TOTAL EQUITY (1,666,597 ) (1,087,986 )
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Lease liabilities 20, 21 493,852 493,852
CURRENT LIABILITIES
Trade and other payables 19 6,969,634 6,391,023
TOTAL LIABILITIES 7,463,486 6,884,875
TOTAL EQUITY AND LIABILITIES 5,796,889 5,796,889


The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by:





K L Wright - Director


EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up
share Retained Other Total
capital earnings reserves equity
£ £ £ £
Balance at 1 July 2022 1 (436,980 ) (14,188 ) (451,167 )

Changes in equity
Total comprehensive income - (1,329,324 ) 1,958 (1,327,366 )
Balance at 30 June 2023 1 (1,766,304 ) (12,230 ) (1,778,533 )

Changes in equity
Total comprehensive income - (1,084,058 ) 4,824 (1,079,234 )
Balance at 30 June 2024 1 (2,850,362 ) (7,406 ) (2,857,767 )

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 July 2022 1 (633,639 ) (633,638 )

Changes in equity
Total comprehensive income - (454,348 ) (454,348 )
Balance at 30 June 2023 1 (1,087,987 ) (1,087,986 )

Changes in equity
Total comprehensive income - (578,611 ) (578,611 )
Balance at 30 June 2024 1 (1,666,598 ) (1,666,597 )

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
£ £
Cash flows from operating activities
Cash generated from operations 1 1,138,963 691,620
Lease interest paid (10,277 ) (10,563 )
Tax received (20,631 ) (6,862 )
Net cash from operating activities 1,108,055 674,195

Cash flows from investing activities
Purchase of intangible fixed assets (409,114 ) (563,255 )
Purchase of tangible fixed assets (23,044 ) (8,313 )
Sale of tangible fixed assets 7,844 -
Interest received 3,592 41,170
Net cash from investing activities (420,722 ) (530,398 )

Cash flows from financing activities
Lease payments (50,002 ) (46,035 )
Net cash from financing activities (50,002 ) (46,035 )

Increase in cash and cash equivalents 637,331 97,762
Cash and cash equivalents at
beginning of year

2

255,462

137,443
Effect of foreign exchange rate changes 4,824 20,257
Cash and cash equivalents at end of
year

2

897,617

255,462

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024


1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS

2024 2023
£ £
Loss before income tax (1,155,325 ) (813,050 )
Depreciation charges 939,574 900,586
Foreign exchange movement (1,170 ) 376
Tax charge (75,228 ) -
Finance costs 890,508 717,270
Finance income (3,592 ) (41,170 )
594,767 764,012
Decrease/(increase) in trade and other receivables 396,316 (7,686 )
Increase/(decrease) in trade and other payables 147,880 (64,706 )
Cash generated from operations 1,138,963 691,620

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 June 2024
30/6/24 1/7/23
£ £
Cash and cash equivalents 897,617 255,462
Year ended 30 June 2023
30/6/23 1/7/22
£ £
Cash and cash equivalents 255,462 137,443

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024



1. STATUTORY INFORMATION

Education Horizons Group (UK) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Accounting convention
The consolidated financial statements of the company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 as applicable to companies reporting under IFRS. These accounts have been prepared under the historical cost convention, as modified by the revaluation of land and buildings and certain financial instruments.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Basis of consolidation
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. 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.

The consolidated financial statements incorporate those of Education Horizons Group (UK) Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 30 June 2024. 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.

Going concern
The company has the continued financial support of Metis Bidco Pty Limited, the directors confirm that the company has adequate resources to continue in operational existence for the foreseeable future. The financial statements have been prepared on a going concern basis.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Revenue
Licence and support fees
In recognising revenue under IFRS 15, the Group have followed the five-step model and considered identification of the contract with a customer, identification of performance obligation of each contract, transaction price, allocation of transaction price to performance obligation and recognition of revenue at the point the performance obligation has been satisfied.

The Group recognises the majority of its revenue pursuant to software licence agreements and it provides its customers with rights of access to the Groups intellectual property as it exists at any given time. Revenue relating to the non-refundable upfront licence fee, non-refundable staff user, and support fees is recognised over the duration of the agreement or for as long as the customer has been provided access, is entitled to maintenance, support and upgrades, when persuasive evidence of an arrangement exists, delivery has occurred and collectability is probable.

Rendering of services
Revenue from implementation, consulting, hosting and training services is recognised when control of the right to be compensated for the services and the stage of completion can be reliably measured.

Revenue recognised related short-term services is recognised upon provision of the service.

Revenue recognised related to the provision of services that extend beyond the accounting period is determined with reference to the stage of completion of the transaction at the reporting date and where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

Software sales
Revenue from the sale of software licences is recognised on a straight-line basis over the period that the subscription runs.

Unearned revenue
Unearned revenue is recognised and deferred on all customer contracts invoiced for which the performance obligations have not yet been satisfied

Goodwill
Goodwill arising on an acquisition of a business is carried at cost less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Company's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

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 if the fair value can be measured reliably.

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:

Software Development-10% straight line
Customer relationships-5% straight line

Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation 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:

Fixtures and fittings-15% on cost
Computer equipment-33% on cost

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 recognised in the income statement.

Non current 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.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Impairment of non-current 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.

Recoverable amount is the higher affair 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.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

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. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity Deferred tax assets and liabilities are offset if, and only if, there is 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.

Leases
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Financial instruments
The group classifies its financial assets as either financial assets measured at amortised cost, fair value through profit and loss, or fair value through Other Comprehensive Income.

All financial assets and liabilities are measured at fair value on initial recognition. Transaction costs that are directly attributable to acquisition or issue of the instrument (other than financial assets or liabilities at fair value through profit or loss) are added to or deducted from the fair value of the instrument on initial recognition.

All recognised financial assets are required to be measured at amortised cost or fair value on the basis of the Group's business model for managing the financial assets and the contractual cash flow characteristics of the assets.

A financial asset is classified as at fair value through profit or loss if contractual cash flows are not solely principal and interest or if it is held to collect contractual cash flows and for sale. Derivatives are measured at fair value through profit or loss unless they are designated as effective hedges. Such assets are classified as current assets.

Financial assets at fair value through profit or loss are shown at fair value at each reporting date with changes in fair value shown in the income statement.

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.

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.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

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.

A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on expected credit losses, and is remeasured annually with changes appearing in profit or loss. Where there has been a significant increase in credit risk of the financial instrument since initial recognition, the loss allowance is measured based on lifetime expected losses. In all other cases, the loss allowance is measured based on 12-month expected losses. For assets with a maturity of 12 months or less, including trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance.

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, 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.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

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

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

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.

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

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 are included in the income statement for the period.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International Financial Reporting Standards as adopted by the European Union, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.

The significant judgements made by management in applying the Group's accounting policies as set out above, and the key sources of estimation, were:
- The valuation of goodwill
- The calculation of the expected credit losses

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


4. REVENUE

Segmental reporting
The revenue and loss before taxation are attributable to the one principal activity of the Group.

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United Kingdom 2,559,761 2,546,878
Europe 357,314 311,394
Rest of the world 3,068,764 2,382,969
5,985,839 5,241,241


5. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 3,089,909 2,761,584
Social security costs 281,407 277,586
Other pension costs 69,397 95,618
3,440,713 3,134,788

The average number of employees during the year was as follows:
2024 2023

Administration 9 9
Marketing 3 7
Product 3 6
Professional Services 13 17
Sales 8 5
Support 13 13
Technology 13 21
62 78

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


5. EMPLOYEES AND DIRECTORS - continued

2024 2023
£    £   
Directors' remuneration 226,745 209,496
Directors' pension contributions 13,011 13,212

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director for the year ended 30 June 2024 is as follows:

2024 2023
£    £   
Emoluments etc 226,745 209,496
Pension contributions 13,011 13,212

6. NET FINANCE COSTS
2024 2023
£ £
Finance income:
Deposit account interest 3,592 1,789
Loan interest receivable - 39,381
3,592 41,170
Finance costs:
Bank interest 25,051 4,410
Loan interest payable 855,180 702,297
Leasing 10,277 10,563
890,508 717,270

Net finance costs 886,916 676,100

7. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging/(crediting):
2024 2023
£ £
Depreciation - owned assets 28,801 47,446
Depreciation - assets on finance leases 32,313 32,313
Profit on disposal of fixed assets (1,691 ) (1,681 )
Development costs amortisation 691,560 633,927
Customer relationships amortisation 186,900 186,900
Foreign exchange differences 45,263 (141,074 )

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


8. AUDITORS' REMUNERATION
2024 2023
£ £
Fees payable to the company's auditors for the audit of the
company's financial statements

29,500

28,000
Taxation compliance services 2,500 1,853

9. INCOME TAX

Analysis of tax (income)/expense
2024 2023
£ £
Current tax:
Tax 3,768 (4,158 )
Adjustment in respect of prior - 188,480
Total current tax 3,768 184,322

Deferred tax (75,035 ) 331,952
Total tax (income)/expense in consolidated statement of profit or loss (71,267 ) 516,274

Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Loss before income tax (1,155,325 ) (813,050 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 19 %)

(288,831

)

(154,480

)

Effects of:
credit
Expenses not deductible for tax purposes 9,790 155,948
Adjustment in respect of prior period - 188,480
Capitalised revenue expense (102,279 ) (107,018 )
Capital allowances in excess of depreciation 161,740 119,222
Other timing differences (88,857 ) (17,830 )
Impact of change in tax rate - 331,952
Tax losses carried forward 237,170 -
Tax (income)/expense (71,267 ) 516,274

The group has estimated tax losses of £1,252,860 (2023: £1,015,690) to relieve against future trading profits. No provision has been made in respect of the potential deferred tax asset of £313,215 (2023: £253,923) as the time of utilisation of the losses is uncertain.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


10. LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £578,611 (2023: £454,348).

11. GOODWILL

Group
£
COST
At 1 July 2023
and 30 June 2024 3,356,822
NET BOOK VALUE
At 30 June 2024 3,356,822
At 30 June 2023 3,356,822

The Group performs an annual goodwill impairment review in accordance with IAS 36 'Impairment of Assets' based on its cash generating units (CGUs). The CGU that has associated goodwill allocated to it is the Group as a whole. The Goodwill represents the value of intangible assets not separately identifiable including the value attributed to the assembled workforce and deferred tax arising on the intangible assets acquired in the business combination.

12. INTANGIBLE ASSETS

Group
Development Customer
costs relationships Totals
£ £ £
COST
At 1 July 2023 5,113,758 3,738,000 8,851,758
Additions 409,114 - 409,114
Exchange differences 4,228 - 4,228
At 30 June 2024 5,527,100 3,738,000 9,265,100
AMORTISATION
At 1 July 2023 1,994,781 607,425 2,602,206
Amortisation for year 691,560 186,900 878,460
Exchange differences 3,066 - 3,066
At 30 June 2024 2,689,407 794,325 3,483,732
NET BOOK VALUE
At 30 June 2024 2,837,693 2,943,675 5,781,368
At 30 June 2023 3,118,977 3,130,575 6,249,552

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


13. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Long and Computer
leasehold fittings equipment Totals
£ £ £ £
COST
At 1 July 2023 193,879 62,034 123,238 379,151
Additions - - 23,044 23,044
Disposals - - (7,844 ) (7,844 )
Exchange differences - - 23 23
At 30 June 2024 193,879 62,034 138,461 394,374
DEPRECIATION
At 1 July 2023 78,090 62,034 73,417 213,541
Charge for year 32,313 - 28,801 61,114
Exchange differences - - 15 15
At 30 June 2024 110,403 62,034 102,233 274,670
NET BOOK VALUE
At 30 June 2024 83,476 - 36,228 119,704
At 30 June 2023 115,789 - 49,821 165,610

14. INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 July 2023
and 30 June 2024 5,796,888
NET BOOK VALUE
At 30 June 2024 5,796,888
At 30 June 2023 5,796,888

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


14. INVESTMENTS - continued

Company

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

DP South African Group Investment (PTY) Limited
Registered office: South Africa
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

Double First Limited
Registered office: UK
Nature of business: Software development
%
Class of shares: holding
Ordinary 100.00

Engage School Management Systems (pty) Ltd
Registered office: Distributor
Nature of business: South Africa
%
Class of shares: holding
Ordinary 100.00

Double First PTY Ltd
Registered office: Australia
Nature of business: Distributor
%
Class of shares: holding
Ordinary 100.00

15. TRADE AND OTHER RECEIVABLES

Group
2024 2023
£ £
Current:
Trade debtors 742,277 1,028,626
Amounts owed by group undertakings 973,431 929,806
Other debtors 26,797 15,166
Prepayments and accrued income 52,211 60,930
1,794,716 2,034,528

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


15. TRADE AND OTHER RECEIVABLES - continued

Group
2024 2023
£ £
Non-current:
Trade debtors 91,848 246,067

Aggregate amounts 1,886,564 2,280,595

The average credit period on sales of goods is 30 days. No interest is charged on outstanding trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for the factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has recognised a loss allowance of 100 per cent against all receivables over 120 past due because historical experience has indicated that these receivables are generally not recoverable.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

16. CASH AND CASH EQUIVALENTS

Group Company
2024 2023 2024 2023
£ £ £ £
Cash in hand 1 1 1 1
Bank accounts 897,616 255,461 - -
897,617 255,462 1 1

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1 Ordinary £1 1 1

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


18. RESERVES

Group
Retained Other
earnings reserves Totals
£ £ £

At 1 July 2023 (1,766,304 ) (12,230 ) (1,778,534 )
Deficit for the year (1,084,058 ) (1,084,058 )
Forex reserve movement - 4,824 4,824
At 30 June 2024 (2,850,362 ) (7,406 ) (2,857,768 )

Company
Retained
earnings
£

At 1 July 2023 (1,087,987 )
Deficit for the year (578,611 )
At 30 June 2024 (1,666,598 )


19. TRADE AND OTHER PAYABLES

Group Company
2024 2023 2024 2023
£ £ £ £
Current:
Trade creditors 190,526 23,223 - -
Amounts owed to group undertakings 11,259,529 9,964,164 6,969,634 6,384,867
Social security and other taxes 89,783 76,949 - -
Other creditors 127,990 121,020 - 6,156
Accruals and deferred income 1,140,061 1,088,034 - -
VAT 12,493 40,438 - -
12,820,382 11,313,828 6,969,634 6,391,023
Non-current:
Accruals and deferred income 108,859 658,569 - -
108,859 658,569 - -

Aggregate amounts 12,929,241 11,972,397 6,969,634 6,391,023

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


20. FINANCIAL LIABILITIES - BORROWINGS

Group Company
2024 2023 2024 2023
£ £ £ £
Current:
Bank loans - 29,167 - -
Leases (see note 21) 33,810 21,093 - -
33,810 50,260 - -

Non-current:
Other loans - 1-2 years 493,852 493,852 493,852 493,852
Leases (see note 21) 55,911 87,178 - -
549,763 581,030 493,852 493,852


Terms and debt repayment schedule

Group

1 year or
less 1-2 years 2-5 years Totals
£ £ £ £
Other loans - 493,852 - 493,852
Leases 33,810 34,487 21,424 89,721
33,810 528,339 21,424 583,573

All of the company's assets are secured by fixed and floating charges over all present and future assets as a result of a debt facility in the company.

The long term loan of £493,852 is part of the consideration for the purchase of the subsidiary Double First Limited, the loan is unsecured and incurs a fixed rate of interest of 5% p.a.

A bank loan was unsecured with Lloyds, the loan is repayable on 12 May 2026 and incurs interest at a rate of 2.5% p.a.

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


21. LEASING

Group
Right-of-use assets

Property, plant and equipment

2024 2023
£ £
COST
At 1 July 2023 193,879 193,879

DEPRECIATION
At 1 July 2023 78,090 45,777
Charge for year 32,313 32,313
110,403 78,090

NET BOOK VALUE 83,476 115,789

Group
Lease liabilities

Minimum lease payments fall due as follows:

2024 2023
£ £
Gross obligations repayable:
Within one year 39,680 29,403
Between one and five years 59,713 96,850

99,393 126,253

Finance charges repayable:
Within one year 5,870 8,310
Between one and five years 3,802 9,672
9,672 17,982

Net obligations repayable:
Within one year 33,810 21,093
Between one and five years 55,911 87,178
89,721 108,271

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


22. DEFERRED TAX

Group
2024 2023
£ £
Balance at 1 July 1,504,969 1,163,946
Accelerated capital allowances (58,247 ) 31,040
Other timing differences (16,981 ) 309,983
Balance at 30 June 1,429,741 1,504,969

The provision for deferred tax consists of the following deferred tax liabilities:

2024 2023
£ £
Accelerated capital allowances 71,086 129,333
Other timing differences 1,358,655 1,375,636
1,429,741 1,504,969

23. PENSION COMMITMENTS

Total pension commitments for the year was £69,397 (2023: £95,617). The outstanding liability at year end was £24,016 (2023: £25,218).

24. RELATED PARTY DISCLOSURES

The Group has the following balances held with group companies as at the Statement of Financial Position date.

Balances owed to group companies 2024 2023
£ £
Education Horizons Group Pty Ltd (AUS) 3,378,390 3,112,423
OMNILINK Pty Ltd 135,548 74,548
EHG Services Pty Ltd 809,178 392,326
Metis BidCo Pty Ltd 6,936,413 6,384,867
11,259,529 9,964,164

Balances owed by group companies 2024 2023
£ £
Metis BidCo Pty Ltd 14,597 14,502
EHG Development Pty Ltd 590,125 664,594
EHG Services Pty Ltd 257,691 250,710
EHG Group Pty Ltd (AUS) 111,018 -
973,431 929,806

EDUCATION HORIZONS GROUP (UK) LTD (REGISTERED NUMBER: 12370289)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


25. EVENTS AFTER THE REPORTING PERIOD

On 9 January 2025, Tes Aus Global Pty Ltd ('Tes') fully acquired the Education Horizons Group (incorporating the Double First Group of companies), by purchasing all of the shares in the ultimate parent Metis HoldCo Ltd.

26. ULTIMATE CONTROLLING PARTY

The parent entity is Education Horizons Group Pty Ltd, a company incorporated in Australia.

The ultimate parent entity is Caribou Topco Jersey Limited, a company incorporated in Jersey.