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REGISTERED NUMBER: 11023994 (England and Wales)









AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024

FOR

WATERBEAR EDUCATION LTD

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


WATERBEAR EDUCATION LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 AUGUST 2024







DIRECTORS: B J Dickinson
A P J Bushell
T Sweeney
S Patel
V J Collis
R M Holmes



REGISTERED OFFICE: Pavilion View
19 New Road
Brighton
East Sussex
BN1 1EY



BUSINESS ADDRESS: Hanover House
118 Queens Road
Brighton
BN1 3XG



REGISTERED NUMBER: 11023994 (England and Wales)



SENIOR STATUTORY AUDITOR: Daniel Chapman



AUDITORS: Hartley Fowler LLP
Statutory Auditors
Chartered Accountants
Pavilion View
19 New Road
Brighton
East Sussex
BN1 1EY

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

BALANCE SHEET
31 AUGUST 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 98,017 94,183
Tangible assets 5 422,411 288,377
520,428 382,560

CURRENT ASSETS
Stocks 1,611 -
Debtors 6 231,611 283,962
Cash at bank and in hand 576,926 353,142
810,148 637,104
CREDITORS
Amounts falling due within one year 7 411,435 854,091
NET CURRENT ASSETS/(LIABILITIES) 398,713 (216,987 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

919,141

165,573

CREDITORS
Amounts falling due after more than one
year

8

2,293,478

674,933
NET LIABILITIES (1,374,337 ) (509,360 )

CAPITAL AND RESERVES
Called up share capital 11 396,953 396,953
Share premium 1,961,149 1,961,149
Share option reserves 10,850 9,842
Retained earnings (3,743,289 ) (2,877,304 )
SHAREHOLDERS' FUNDS (1,374,337 ) (509,360 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 February 2025 and were signed on its behalf by:





A P J Bushell - Director


WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024


1. STATUTORY INFORMATION

Waterbear Education Ltd is a private company, limited by shares, incorporated in England and Wales. The company's registered number and registered office address can be found on the Company Information Page.

The presentation currency of the financial statements is the Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest whole £1. The financial statements are presented in sterling which is also the functional currency of the Company.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. At the year end the company had net liabilities of £1,374,337 (2023: net liabilities of £509,360), including cash at bank of £576,926 (2023: 353,142).The directors are confident that through detailed modelling and the company's strong cash reserves, as well as the new college at Sheffield, trading should continue as forecast for the foreseeable future. With the investment and loan commitments from Falmouth University, in addition to them being a positive partner with a significant interest in the company, the directors foresee no reason to increase the going concern risk. On that basis the directors are satisfied that the going concern basis of preparing the financial statements is appropriate.

Significant judgements and estimates
In the application of the company's accounting policies, which are described below, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based in historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods.

The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.

Accrued income provision
The directors estimate the required accrued income provision by reviewing accrued income and taking in to account both amounts received post year-end and the perceived likelihood of the accrued income being recovered.

The key area of judgement is in the treatment of the transaction costs attributable to the Investment Agreements. The Investment Agreements incorporated the issue of all five types of shares capital and the issue of the loan note instruments. The directors consider that to divide the transaction costs six ways between all five types of share issue and the loan notes to be the most appropriate treatment of the transaction costs.

Transaction costs attributed to Ordinary A and Ordinary B shares were allocated to Retained Earnings. Transaction costs attributed to Ordinary C shares were allocated to the Share Premium account and the Loan Notes liability. Transaction costs attributed to Ordinary D and Ordinary E shares were allocated to the Share Premium account.

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents amounts receivable for course fees in the academic year. Turnover is recognised in line with the delivery of content of each course.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of five years.

Delivery platform is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - over the lease term
Improvements to property - 10% on cost
Plant and machinery - 33% on cost
Fixtures and fittings - 33% on cost
Computer equipment - 33% on cost

Tangible fixed assets are stated at cost less accumulated depreciation less accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors and creditors receivable / payable within one year
Debtors and creditors with no stated interest rate and receivables or payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairments
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 55 (2023 - 32 ) .

4. INTANGIBLE FIXED ASSETS
Delivery
Trademarks platform Totals
£    £    £   
COST
At 1 September 2023 5,475 206,339 211,814
Additions - 45,720 45,720
At 31 August 2024 5,475 252,059 257,534
AMORTISATION
At 1 September 2023 3,897 113,734 117,631
Amortisation for year 547 41,339 41,886
At 31 August 2024 4,444 155,073 159,517
NET BOOK VALUE
At 31 August 2024 1,031 96,986 98,017
At 31 August 2023 1,578 92,605 94,183

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


5. TANGIBLE FIXED ASSETS
Improvements
Short to Plant and
leasehold property machinery
£    £    £   
COST
At 1 September 2023 26,222 189,470 193,834
Additions - 62,727 137,831
Disposals (167 ) - -
At 31 August 2024 26,055 252,197 331,665
DEPRECIATION
At 1 September 2023 9,039 65,390 155,010
Charge for year 2,524 23,430 52,455
At 31 August 2024 11,563 88,820 207,465
NET BOOK VALUE
At 31 August 2024 14,492 163,377 124,200
At 31 August 2023 17,183 124,080 38,824

Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 September 2023 86,068 103,278 598,872
Additions 5,353 65,062 270,973
Disposals - - (167 )
At 31 August 2024 91,421 168,340 869,678
DEPRECIATION
At 1 September 2023 40,741 40,315 310,495
Charge for year 18,561 39,802 136,772
At 31 August 2024 59,302 80,117 447,267
NET BOOK VALUE
At 31 August 2024 32,119 88,223 422,411
At 31 August 2023 45,327 62,963 288,377

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 8,678 11,154
Other debtors 46,873 42,799
Directors' current accounts - 599
Accrued income 6,159 101,224
Prepayments 169,901 128,186
231,611 283,962

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts 10,000 10,000
Other loans - 502,917
Finance leases (see note 9) 33,481 -
Trade creditors 189,336 184,307
Social security and other taxes 42,520 67,045
VAT 2,428 -
Other creditors 11,357 35,591
Deferred income - 14,434
Accrued expenses 122,313 39,797
411,435 854,091

The balance included in Other Loans has been disclosed in the creditors falling due after more than one year because of an extension to the term of the loan which occurred during the year to 31 August 2024.

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Bank loans - 1-2 years 10,000 10,000
Bank loans - 2-5 years 7,500 17,500
Loan notes 1,676,123 647,433
Finance leases (see note 9) 40,967 -
Other loans 558,888 -
2,293,478 674,933

9. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Finance leases
2024 2023
£    £   
Gross obligations repayable:
Within one year 40,116 -
Between one and five years 43,570 -
83,686 -

Finance charges repayable:
Within one year 6,635 -
Between one and five years 2,603 -
9,238 -

Net obligations repayable:
Within one year 33,481 -
Between one and five years 40,967 -
74,448 -

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


9. LEASING AGREEMENTS - continued

Non-cancellable operating leases
2024 2023
£    £   
Within one year 248,168 221,936
Between one and five years 516,002 416,383
In more than five years 256,000 265,000
1,020,170 903,319

10. SECURED DEBTS

The £330,000 10% Loan Notes issued on 6 February 2018 are secured by the lender via fixed and floating charges across all of the company's property and contains a negative pledge. The charge was registered on 6 February 2018.

11. CALLED UP SHARE CAPITAL

Allotted and fully paid:
Number: Class: Nominal value: 2024 2023
£ £
15,812,778 Ordinary A shares £0.01 158,128 158,128
15,400,000 Ordinary B shares £0.01 154,000 154,000
117,000 Ordinary C shares £0.00001 1 1
8,074,444 Ordinary D shares £0.01 80,744 80,744
408,000 Ordinary E shares £0.01 4,080 4,080

396,953 396,953

Per the company's Articles of Association, C Ordinary shares will be converted upon the Listing of the company with the C Ordinary shares being consideration for the purchase of the new shares issued. The number of new shares that will be purchased will depend on the 'value' of the C Ordinary shares at the time of Listing as determined by the Investment Agreement. This will be treated as an issue of bonus shares upon conversion.

12. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Daniel Chapman (Senior Statutory Auditor)
for and on behalf of Hartley Fowler LLP

13. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 August 2024 and 31 August 2023:

2024 2023
£    £   
A P J Bushell
Balance outstanding at start of year - 113
Amounts repaid - (113 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - -

WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


13. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

B J Dickinson
Balance outstanding at start of year 599 (186 )
Amounts advanced 94 785
Amounts repaid (693 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 599

The loan is interest free and repayable on demand.