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Registered number: 12405113 (England and Wales)














ENGLISH LANGUAGE HOLDINGS LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Director
A M Sotelo 




Registered number
12405113



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU









Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited





 
ENGLISH LANGUAGE HOLDINGS LIMITED
 

CONTENTS



Page
Balance Sheet
 
1
Notes to the Financial Statements
 
2 - 7


 
ENGLISH LANGUAGE HOLDINGS LIMITED
REGISTERED NUMBER:12405113

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
1,480,915
1,480,915

  
1,480,915
1,480,915

Current assets
  

Debtors: amounts falling due within one year
 6 
58,487
41,058

Bank and cash balances
  
16,042
29,777

  
74,529
70,835

Creditors: amounts falling due within one year
 7 
(83,881)
(111,366)

Net current liabilities
  
 
 
(9,352)
 
 
(40,531)

Total assets less current liabilities
  
1,471,563
1,440,384

  

Net assets
  
1,471,563
1,440,384


Capital and reserves
  

Called up share capital 
 8 
13,176
13,176

Share premium account
 9 
7,996,191
7,996,191

Profit and loss account
 9 
(6,537,804)
(6,568,983)

  
1,471,563
1,440,384


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A M Sotelo
Director

Date: 24 April 2025

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
1.2

Going concern

The Company is in a net asset position due to the investment held in its subsidiary. The Company continues to be supported by the parent company, Open Education Holdings, Inc., who have provided written confirmation that they will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements.
In preparing these financial statements, the director has considered the ability of Open Education Holdings, Inc. to provide the appropriate support. This consideration included a review of forward looking information, together with current performance and position. In light of the current position of the parent company being in a net liability position and continued reliance on a revolving credit facility due to mature in September 2026, there is a material uncertainty about the ability to provide this support for a period of 12 months. Despite this, the director has concluded that it is appropriate to prepare the financial statements on the going concern basis.

 
1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 2

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.4

Turnover

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the intercompany service agreement;
the costs incurred under the intercompany service agreement can be measured reliably.

 
1.5

Current and deferred taxation

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

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

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




 
1.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
1.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group
undertakings are intercompany loans measured at cost. These loans are unsecured, interest free
and repayable on demand.

Page 3

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

  
1.9

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are
intercompany loans measured at cost. These loans are unsecured, interest free and repayable on
demand.


2.


Judgements in applying accounting policies and key sources

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and recorded amount of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Carrying value of investments
The director has determined that there were no indicators of impairment for the Company's investment in its subsidiary in the current year based on a review of the performance of the subsidiary. This is a significant judgement based on the available information and may have a material impact on these financial statements.


3.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified, though the auditor drew attention to note 1.2 to these accounts which indicates the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.

The audit report was signed on 24 April 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


4.


Employees

The average monthly number of employees, including directors, during the year was 2 (2023 - 2).

Page 4

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Fixed asset investments





Investments in subsidiary company

£



Cost or valuation


At 1 January 2024
7,757,370



At 31 December 2024

7,757,370



Impairment


At 1 January 2024
6,276,455



At 31 December 2024

6,276,455



Net book value



At 31 December 2024
1,480,915


6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
32,335
-

Other debtors
691
2,079

Prepayments and accrued income
19,071
12,119

Deferred taxation
6,390
26,860

58,487
41,058


Page 5

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
2,497
-

Amounts owed to group undertakings
-
608

Other taxation and social security
26,272
25,275

Other creditors
1,421
-

Accruals and deferred income
53,691
85,483

83,881
111,366



8.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



774,670 (2023 - 774,670) Ordinary A shares of £0.01 each
7,747
7,747
373,049 (2023 - 373,049) Ordinary B shares of £0.01 each
3,730
3,730
169,895 (2023 - 169,895) Ordinary C shares of £0.01 each
1,699
1,699

13,176

13,176



9.


Reserves

Share premium account

The consideration in excess of the nominal value of the shares issued of £7,996,191 has been recognised as share premium. 

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments. 


10.


Controlling party

Open Education Holdings, Inc., is the parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member. The registered office of the parent company is 2222 Ponce de Leon Boulevard, Suite 300, Coral Gables, Florida, 33134. 

Page 6

 
ENGLISH LANGUAGE HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period
and the date these financial statements were approved. 

 
Page 7