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REGISTERED NUMBER: 11867333 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2024

for

Go1 UK Learning Limited

Go1 UK Learning Limited (Registered number: 11867333)






Contents of the Financial Statements
for the Year Ended 30 June 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Cash Flow Statement 13

Notes to the Cash Flow Statement 14

Notes to the Financial Statements 15


Go1 UK Learning Limited

Company Information
for the Year Ended 30 June 2024







DIRECTORS: A J Barnes
C Eigeland



SECRETARY: N Luchnikova



REGISTERED OFFICE: 39-45 Neal Street Level 3
London
WC2H 9QG



REGISTERED NUMBER: 11867333 (England and Wales)



SENIOR STATUTORY
AUDITOR:
Oliver Atkinson



AUDITORS: Atkinsons
Chartered Accountants & Statutory Auditors
Palmeira Avenue Mansions
19 Church Road
Hove
East Sussex
BN3 2FA

Go1 UK Learning Limited (Registered number: 11867333)

Strategic Report
for the Year Ended 30 June 2024

The directors present their strategic report for the year ended 30 June 2024.

REVIEW OF BUSINESS
Go1 UK Learning Limited ("Go1 UK" or "the Company") is a leading provider of online learning and professional development solutions, offering a comprehensive content aggregation platform that enables businesses and individuals to access high-quality educational materials. During the financial year, the Company maintained its market presence, enhanced its technology infrastructure to improve service offerings and customer engagement, and fostered strategic partnerships to drive future growth.

Despite these efforts, the Company faced challenges due to heightened competition and macroeconomic pressures in the UK. These factors contributed to a decrease in revenue and a net loss for the financial year ended 30 June 2024.

PRINCIPAL RISKS AND UNCERTAINTIES
Go1 UK operates in a dynamic business environment and faces several risks, including:

- Market Competition: The online learning sector is highly competitive, with numerous players offering similar services. The Company mitigates this risk through continuous innovation and customer-focused strategies.
- Regulatory Compliance: Compliance with UK laws and international data protection regulations remains a priority. The Company has established stringent governance and compliance frameworks to address potential regulatory risks.
- Cybersecurity Threats: Given the increasing reliance on digital platforms, Go1 UK proactively invests in cybersecurity measures to safeguard customer data and maintain operational integrity.
- Macroeconomic Conditions: Economic downturns and shifts in consumer behavior may impact revenue. The Company continues to diversify its revenue streams and optimize cost structures to maintain resilience.

FUTURE PROSPECTS
Looking ahead, Go1 UK aims to strengthen its market position by focusing on:

- Acquiring new corporate customers while retaining existing clients.
- Expanding partnerships with key distribution partners.
- Enhancing platform capabilities through AI-driven personalization and analytics.
- Investing in research and development to continuously improve learning solutions.


Go1 UK Learning Limited (Registered number: 11867333)

Strategic Report
for the Year Ended 30 June 2024

KEY PERFORMANCE INDICATORS (KPIS)
To assess its progress, Go1 UK monitors key performance indicators, including revenue growth and profitability:

Revenue Growth
For the financial year ended 30 June 2024 (FY24), Go1 UK operated in a challenging environment, impacted by heightened competition, macroeconomic pressures, and increased customer churn. These factors collectively affected the Company's financial performance, resulting in a decline in revenue and a shift from profitability to a net loss.
- Revenue for FY24 amounted to £11.9 million, reflecting an 4.8% decrease from £12.5 million in FY23.
- The revenue decline was primarily driven by intensified market competition, economic uncertainties affecting customer spending patterns, and a higher-than-expected churn rate within the customer base.

Profitability Ratios
- The Company reported a net profit of £500 for FY24, compared to £2.6 million in the previous year.
- The downturn was primarily influenced by lower revenue generation, while costs and expenses increased due to the amortization of previously capitalized acquisition costs and foreign exchange differences.
- Under the guidance of its parent company, Go1 UK will continue to monitor and implement initiatives to improve operational efficiency and profitability.

COMMITMENT TO FUTURE GROWTH
The Company remains committed to delivering high-quality learning solutions while maintaining financial stability and regulatory compliance. Its strategic focus on innovation, customer engagement, and operational excellence positions Go1 UK well for future growth and value creation.

ON BEHALF OF THE BOARD:





C Eigeland - Director


30 June 2025

Go1 UK Learning Limited (Registered number: 11867333)

Report of the Directors
for the Year Ended 30 June 2024

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

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of providing online training and education to corporate entities and private individuals.

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

FUTURE DEVELOPMENTS
Future developments are included within the Strategic Report.

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 shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

A J Barnes
C Eigeland

DIRECTORS' INDEMNITY INSURANCE
Directors' liability and indemnity insurance was in force throughout the year to cover the directors' and officers of the company against actions brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Go1 UK Learning Limited (Registered number: 11867333)

Report of the Directors
for the Year Ended 30 June 2024


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 company's auditors are unaware, and each director 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.

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

ON BEHALF OF THE BOARD:





C Eigeland - Director


30 June 2025

Report of the Independent Auditors to the Members of
Go1 UK Learning Limited

Opinion
We have audited the financial statements of Go1 UK Learning Limited (the 'company') for the year ended 30 June 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 June 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 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 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 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
Go1 UK Learning Limited


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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Go1 UK Learning 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 our procedures are capable of detecting irregularities, including fraud is detailed below:

- Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness.
- Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.
- Enquiry with management around potential litigation and claims.

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

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

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.




Oliver Atkinson (Senior Statutory Auditor)
for and on behalf of Atkinsons
Chartered Accountants & Statutory Auditors
Palmeira Avenue Mansions
19 Church Road
Hove
East Sussex
BN3 2FA

30 June 2025

Go1 UK Learning Limited (Registered number: 11867333)

Income Statement
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   

TURNOVER 3 11,919,037 12,489,383

Administrative expenses 11,915,109 9,912,346
OPERATING PROFIT 5 3,928 2,577,037


Interest payable and similar expenses 6 3,437 -
PROFIT BEFORE TAXATION 491 2,577,037

Tax on profit 7 - -
PROFIT FOR THE FINANCIAL
YEAR

491

2,577,037

Go1 UK Learning Limited (Registered number: 11867333)

Other Comprehensive Income
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   

PROFIT FOR THE YEAR 491 2,577,037


OTHER COMPREHENSIVE INCOME
- 88,691
Income tax relating to other
comprehensive income

-

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


-


88,691
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR

491

2,665,728

Go1 UK Learning Limited (Registered number: 11867333)

Balance Sheet
30 June 2024

30.6.24 30.6.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 47,865 103,980

CURRENT ASSETS
Debtors 9 6,038,376 6,947,221
Cash at bank 715,328 119,926
6,753,704 7,067,147
CREDITORS
Amounts falling due within one year 10 12,838,477 13,223,844
NET CURRENT LIABILITIES (6,084,773 ) (6,156,697 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(6,036,908

)

(6,052,717

)

CREDITORS
Amounts falling due after more than one
year

11

15,318

-
NET LIABILITIES (6,052,226 ) (6,052,717 )

CAPITAL AND RESERVES
Called up share capital 13 100 100
Capital contribution reserve 127,983 127,983
Retained earnings (6,180,309 ) (6,180,800 )
SHAREHOLDERS' FUNDS (6,052,226 ) (6,052,717 )

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:





C Eigeland - Director


Go1 UK Learning Limited (Registered number: 11867333)

Statement of Changes in Equity
for the Year Ended 30 June 2024

Called up Capital
share Retained contribution Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 July 2022 100 (8,757,837 ) 39,292 (8,718,445 )

Changes in equity
Total comprehensive income - 2,577,037 88,691 2,665,728
Balance at 30 June 2023 100 (6,180,800 ) 127,983 (6,052,717 )

Changes in equity
Total comprehensive income - 491 - 491
Balance at 30 June 2024 100 (6,180,309 ) 127,983 (6,052,226 )

Go1 UK Learning Limited (Registered number: 11867333)

Cash Flow Statement
for the Year Ended 30 June 2024

30.6.24 30.6.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 598,839 (6,054,933 )
Interest paid (3,437 ) -
Net cash from operating activities 595,402 (6,054,933 )

Cash flows from investing activities
Purchase of tangible fixed assets - (52,047 )
Net cash from investing activities - (52,047 )

Cash flows from financing activities
Share issue - 88,691
Net cash from financing activities - 88,691

Increase/(decrease) in cash and cash equivalents 595,402 (6,018,289 )
Cash and cash equivalents at
beginning of year

2

119,926

6,138,215

Cash and cash equivalents at end of
year

2

715,328

119,926

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Cash Flow Statement
for the Year Ended 30 June 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

30.6.24 30.6.23
£    £   
Profit before taxation 491 2,577,037
Depreciation charges 56,115 51,385
Loss on disposal of fixed assets - 3,610
Finance costs 3,437 -
60,043 2,632,032
Decrease/(increase) in trade and other debtors 908,845 (4,508,630 )
Decrease in trade and other creditors (370,049 ) (4,178,335 )
Cash generated from operations 598,839 (6,054,933 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30/6/24 1/7/23
£    £   
Cash and cash equivalents 715,328 119,926
Year ended 30 June 2023
30/6/23 1/7/22
£    £   
Cash and cash equivalents 119,926 6,138,215


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/23 Cash flow At 30/6/24
£    £    £   
Net cash
Cash at bank 119,926 595,402 715,328
119,926 595,402 715,328
Total 119,926 595,402 715,328

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements
for the Year Ended 30 June 2024

1. STATUTORY INFORMATION

Go1 UK Learning Limited 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 Company Information page.

2. ACCOUNTING POLICIES

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

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

The financial statements are presented in £ sterling, the functional currency, rounded to the nearest £1.

The following principal accounting policies have been applied:

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies 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 on 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 current and future periods. Management has not made any critical judgements that require further disclosure in the current financial statements.

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

Rendering of services

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

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - over 3 years straight line
Office and computer equipment - over 3 years straight line

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

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

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

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.


Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued
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.

Foreign currencies
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. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Pensions
Defined contribution pension plan
The Company operates a defined contribution pension 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

Going concern
The company has net current liabilities of £6,084,773 (2023: £6,156,697) and total net liabilities of £6,036,908 (2023: £6,052,717) at the balance sheet date. The company is dependent on the ongoing financial support of its parent entity, Apiom Inc., to continue to meet its financial obligations as and when they fall due.

Apiom Inc. is a US-incorporated entity with a successful track record of raising sufficient equity to loan the company sufficient funds for the purposes of meeting its financial obligations. The company has received a letter of support from Apiom Inc. that any amounts due to Apiom Inc. or the subsidiaries of Apiom Inc. will not be called upon within the next 12 months for repayment, or until such time as the company is in a financial position to be able to repay any amounts due in the normal course of business. Additionally, Apiom Inc. has confirmed that it will continue to provide an appropriate level of financial support to the company to ensure it remains able to meet its financial liabilities and obligations as they fall due for at least 12 months from the date of signing of these financial statements. On this basis, the directors consider it appropriate to prepare these financial statements on the going concern basis.

Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued

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

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

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

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

30.6.24 30.6.23
£    £   
Provision of services 11,380,864 8,213,907
Intercompany income 538,173 4,275,476
11,919,037 12,489,383

An analysis of turnover by geographical market is given below:

30.6.24 30.6.23
£    £   
United Kingdom 5,801,763 5,040,912
North America 3,746,659 2,553,751
EMEA 1,414,319 960,355
APAC 822,755 3,934,365
Other 133,541 -
11,919,037 12,489,383

The company agreed a transfer pricing arrangement with its group. As a result of this, within intercompany income £538,173 (2023 - £4,249,075) related to transfer pricing income from Go1 PTY Ltd. Out of the 2023 total, £2,096,045 pertains to the year ended 30th June 2023, while the remaining £2,153,030 is a retrospective charge relating to the year ended 30th June 2022.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

4. EMPLOYEES AND DIRECTORS
30.6.24 30.6.23
£    £   
Wages and salaries 2,940,094 3,739,733
Social security costs 500,590 652,304
Other pension costs 83,497 93,824
3,524,181 4,485,861

The average number of employees during the year was as follows:
30.6.24 30.6.23

COGS 3 6
G&A 2 3
R&D 8 3
S&M 28 42
41 54

30.6.24 30.6.23
£    £   
Directors' remuneration - -

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

30.6.24 30.6.23
£    £   
Depreciation - owned assets 56,115 51,385
Loss on disposal of fixed assets - 3,610
Auditors' remuneration 28,200 9,927
Foreign exchange differences 412,097 (322,087 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
30.6.24 30.6.23
£    £   
Bank interest 3,437 -

7. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 30 June 2024 nor for the year ended 30 June 2023.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

30.6.24 30.6.23
£    £   
Profit before tax 491 2,577,037
Profit multiplied by the standard rate of corporation tax in the UK
of 19% (2023 - 19%)

93

489,637

Effects of:
Expenses not deductible for tax purposes 22,598 15,447
Capital allowances in excess of depreciation - (93 )
Depreciation in excess of capital allowances 10,662 -
Losses carried forward (33,353 ) (504,991 )
Total tax charge - -

Tax effects relating to effects of other comprehensive income

30.6.23
Gross Tax Net
£    £    £   
Share based payment charge 88,691 - 88,691

8. TANGIBLE FIXED ASSETS
Office
Fixtures and
and computer
fittings equipment Totals
£    £    £   
COST
At 1 July 2023 44,020 135,567 179,587
Reclassification/transfer (175 ) 175 -
At 30 June 2024 43,845 135,742 179,587
DEPRECIATION
At 1 July 2023 2,436 73,171 75,607
Charge for year 14,615 41,500 56,115
At 30 June 2024 17,051 114,671 131,722
NET BOOK VALUE
At 30 June 2024 26,794 21,071 47,865
At 30 June 2023 41,584 62,396 103,980

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

9. DEBTORS
30.6.24 30.6.23
£    £   
Amounts falling due within one year:
Trade debtors 1,938,032 3,619,398
Amounts owed by group undertakings 1,872,143 2,789,484
Other debtors 612,705 75,322
Prepayments and accrued income 946,340 463,017
5,369,220 6,947,221

Amounts falling due after more than one year:
Long term deferred commission 669,156 -

Aggregate amounts 6,038,376 6,947,221

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.6.24 30.6.23
£    £   
Trade creditors 14,108 96,024
Amounts owed to group undertakings 6,344,452 7,865,306
Social security and other taxes 118,213 24,341
Other creditors 94,135 145,231
Accruals and deferred income 6,267,569 5,092,942
12,838,477 13,223,844

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR
30.6.24 30.6.23
£    £   
Accruals and deferred income 15,318 -

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
30.6.24 30.6.23
£    £   
Within one year 190,674 241,128
Between one and five years 306,899 718,760
497,573 959,888

The lease on the company's offices has an annual rent of £241,128 with the lease on one floor expiring in September 2026 and the other floor in June 2027.

Go1 UK Learning Limited (Registered number: 11867333)

Notes to the Financial Statements - continued
for the Year Ended 30 June 2024

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.6.24 30.6.23
value: £    £   
100 Ordinary £1 100 100

14. PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund during the year and amounted to £83,497 (2023: £93,824). There were no contributions payable to the fund at the balance sheet date (2023: £nil).

15. RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available in Financial Reporting Standard 102 "paragraph 33.1A" whereby it has not disclosed transactions and balances with entities which form part of the group headed by Apiom Inc.

16. POST BALANCE SHEET EVENTS

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

17. ULTIMATE CONTROLLING PARTY

The immediate parent and the smallest parent to prepare consolidated group accounts is Apiom Inc., a company incorporated in the United States of America. Apiom Inc. has a registered office of 251 Little Falls Drive, Wilmington, New Castle DE 19808, United States of America.