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REGISTERED NUMBER: 09172859 (England and Wales)















Report of the Director and

Financial Statements for the Year Ended 31 December 2024

for

KAHOOT! EDU LIMITED

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)






Contents of the Financial Statements
for the year ended 31 December 2024




Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 4

Statement of Comprehensive Income 8

Statement of Financial Position 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


KAHOOT! EDU LIMITED

Company Information
for the year ended 31 December 2024







DIRECTOR: I S Naess





REGISTERED OFFICE: The Trampery
239 Old Street
London
London
EC1V 9EY





REGISTERED NUMBER: 09172859 (England and Wales)





AUDITORS: Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Report of the Director
for the year ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the provision of a game-based learning platform.

REVIEW OF BUSINESS
The company delivers services for its parent company, Kahoot! AS (Norway). The agreement made between the UK subsidiary and Kahoot! AS for the services delivered in 2024 meant that during the year under review, the company made an intercompany recharge of £547,190 (2023: £608,862) which resulted in the company making a profit before tax of £26,056 (2023: £28,719).

DIRECTORS
The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

I S Naess - appointed 14 November 2024

K W Ostreng ceased to be a director after 31 December 2024 but prior to the date of this report.

GOING CONCERN
The director has a reasonable expectation that the company will continue to receive support from its parent company, which will allow it to continue in existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

DIRECTOR'S INTERESTS IN CONTRACTS OF SIGNIFICANCE
There were no contracts of significance to which the company was a party, and in which the director of the company had a material interest, whether directly or indirectly, subsisting at the end of the year or at any time during the year.

DIRECTOR'S INDEMNITIES
The company has made no qualifying third party indemnity payments for the benefit of the directors during the year.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is 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 director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Report of the Director
for the year ended 31 December 2024


AUDITORS
The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





I S Naess - Director


1 April 2025

Report of the Independent Auditors to the Members of
Kahoot! Edu Limited

Opinion
We have audited the financial statements of Kahoot! Edu Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and 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 United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Kahoot! Edu Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Kahoot! Edu Limited


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 the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with the director and other
management, and from our commercial knowledge and experience of the e-learning sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including the Companies Act 2006, taxation legislation
and data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of
management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert
to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge
of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the
company’s legal advisors, where applicable.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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
Kahoot! Edu Limited


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.




Chris Morey (Senior Statutory Auditor)
for and on behalf of Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

1 April 2025

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Statement of Comprehensive
Income
for the year ended 31 December 2024

2024 2023
Notes £ £

TURNOVER 3 547,190 608,862

Administrative expenses (528,695 ) (583,007 )
OPERATING PROFIT 18,495 25,855

Interest receivable and similar income 7,561 2,864
PROFIT BEFORE TAXATION 6 26,056 28,719

Tax on profit 7 - -
PROFIT FOR THE FINANCIAL YEAR 26,056 28,719


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

26,056

28,719

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Statement of Financial Position
31 December 2024

2024 2023
Notes £ £
FIXED ASSETS
Tangible assets 8 7,430 2,583

CURRENT ASSETS
Debtors 9 171,195 215,597
Cash at bank and in hand 124,019 46,516
295,214 262,113
CREDITORS
Amounts falling due within one year 10 (29,485 ) (54,905 )
NET CURRENT ASSETS 265,729 207,208
TOTAL ASSETS LESS CURRENT
LIABILITIES

273,159

209,791

CREDITORS
Amounts falling due after more than one
year

11

(37,312

)

-
NET ASSETS 235,847 209,791

CAPITAL AND RESERVES
Called up share capital 12 3 3
Share premium 5,562,227 5,562,227
Retained earnings 13 (5,326,383 ) (5,352,439 )
SHAREHOLDERS' FUNDS 235,847 209,791

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

The financial statements were approved by the director and authorised for issue on 1 April 2025 and were signed by:





I S Naess - Director


KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Statement of Changes in Equity
for the year ended 31 December 2024

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 January 2023 3 (5,381,158 ) 5,562,227 181,072

Changes in equity
Total comprehensive income - 28,719 - 28,719
Balance at 31 December 2023 3 (5,352,439 ) 5,562,227 209,791

Changes in equity
Total comprehensive income - 26,056 - 26,056
Balance at 31 December 2024 3 (5,326,383 ) 5,562,227 235,847

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Notes to the Financial Statements
for the year ended 31 December 2024

1. STATUTORY INFORMATION

Kahoot! Edu Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address and business address can be found on the Company Information page.

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

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued
Operations;
the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of
IFRS 16 Leases;
the requirements of paragraph 58 of IFRS 16;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to
(c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of:
- paragraphs 53(a), (h) and (j) of IFRS 16;
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
- paragraph 50 of IAS 41 Agriculture;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to
136 of IAS 1;
the requirements of
- paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and
- paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors;
the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
the requirements of paragraph 74(b) of IAS 16;
the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group;
the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Turnover
The company's revenue is derived solely from the recharge of expenses to the parent company plus a mark-up, currently 5%.

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful economic life.

Computer equipment - 3 years on straight line

Financial instruments
Financial assets, 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 entity after deducting all of its financial liabilities.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

Impairment policy
At each balance sheet date, the company reviews the carrying amount of its assets to determine whether there is any indication that any 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.

4. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 429,424 419,896
Social security costs 51,206 118,806
Other pension costs 11,833 12,368
492,463 551,070

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

Average number of employes in the year 6 7

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

5. DIRECTORS' EMOLUMENTS
2024 2023
£ £
Directors' remuneration - -

6. PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:
2024 2023
£ £
Depreciation - owned assets 3,488 921
Auditors' remuneration 7,500 5,000

7. TAXATION

Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

8. TANGIBLE FIXED ASSETS
Computer
equipment
£
COST
At 1 January 2024 3,944
Additions 8,335
At 31 December 2024 12,279
DEPRECIATION
At 1 January 2024 1,361
Charge for year 3,488
At 31 December 2024 4,849
NET BOOK VALUE
At 31 December 2024 7,430
At 31 December 2023 2,583

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade debtors 169,455 213,857
Other debtors 1,740 1,740
171,195 215,597

Trade debtors include £169,455 owed by the parent company, Kahoot! AS (2023: £213,857). Additionally, there is a creditor balance of £37,312 payable to the parent company (2023: £28,977).

These amounts have not been offset, as the debtor represents a short-term receivable, whereas the creditor is a long-term intercompany loan.

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£ £
Trade creditors - 1,182
Amounts owed to group undertakings - 28,977
Other taxes and social security 16,512 15,931
Other creditors 2,673 2,495
Accrued expenses 10,300 6,320
29,485 54,905

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£ £
Amounts owed to group undertakings 37,312 -

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
3 Ordinary £1 3 3

13. RESERVES
Retained Share
earnings premium Totals
£ £ £

At 1 January 2024 (5,352,439 ) 5,562,227 209,788
Profit for the year 26,056 26,056
At 31 December 2024 (5,326,383 ) 5,562,227 235,844

14. ULTIMATE PARENT COMPANY

Kahoot! AS (incorporated in Norway ) is regarded by the director as being the company's ultimate parent company.

15. RELATED PARTY EXEMPTION

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 101 "Reduced Disclosure Framework", not to disclose related party transactions with wholly owned subsidiaries within the group.

16. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Kangaroo Holdco AS by virtue of its 100% shareholding.

The financial statements of Kahoot! Edu Limited are included in the consolidated financial statements of Kangaroo Holdco AS, who's registered office is Fridtjof Nansens plass 7, 0160 OSLO, Norway.

KAHOOT! EDU LIMITED (REGISTERED NUMBER: 09172859)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

17. SHARE-BASED PAYMENT TRANSACTIONS

The Kahoot! Edu Share Option Plan was introduced in October 2024. The scheme provides additional remuneration for eight employees considered key to the company. At this date, eight employees were granted 197,116,640 options.

The options were granted with the exercise price of 0,0003 NOK. They options are vesting over three years with one third vesting on 1 April 2025 and the remaining shares vesting at 8.33% quarterly thereafter. There is no definite expiry of the options - the expiry will be determined by future events.

There is no charge to the profit and loss account in the year as the conditions that must be met for the options to be exercised are not expected to be fulfilled in the foreseeable future. A full fair value valuation using the Black-Scholes pricing method is not considered justifiable and therefore no adjustment has be made to the financial statements to reflect these share options.