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Registered number: 06985329










CMT LEARNING LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024




















 
CMT LEARNING LIMITED
 
 
Company Information


Directors
D Bertram (appointed 21 May 2024)
B Doyle (appointed 20 February 2024)
S A Duvall 
J T Hoeveler (appointed 20 February 2024)
B Trembath 
D Hobson (resigned 30 September 2024)
A Hobson (resigned 20 February 2024)
R Mace (resigned 20 February 2024)
C Trembath (resigned 30 September 2024)
M A Hobson (resigned 20 February 2024)




Registered number
06985329



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Independent auditors
Sayers Butterworth LLP
Chartered Accountants & Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW





 
CMT LEARNING LIMITED
Registered number: 06985329

Balance Sheet
As at 31 December 2024

31 December
Unaudited
30 September
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
-
1,927

Investments
 5 
1,705,000
-

  
1,705,000
1,927

Current assets
  

Stocks
 6 
17,627
-

Debtors: amounts falling due within one year
 7 
1,841,501
119,397

Cash at bank and in hand
 8 
858,022
2,368,288

  
2,717,150
2,487,685

Creditors: amounts falling due within one year
 9 
(1,744,242)
(1,692,826)

Net current assets
  
 
 
972,908
 
 
794,859

Total assets less current liabilities
  
2,677,908
796,786

Provisions for liabilities
  

Deferred tax
 10 
-
(366)

  
 
 
-
 
 
(366)

Net assets
  
2,677,908
796,420


Capital and reserves
  

Called up share capital 
 11 
31,000
24,001

Capital redemption reserve
 12 
6,000
5,999

Merger reserve
 12 
1,698,000
-

Profit and loss account
 12 
942,908
766,420

  
2,677,908
796,420


Page 1

 
CMT LEARNING LIMITED
Registered number: 06985329
    
Balance Sheet (continued)
As at 31 December 2024

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 on 25 July 2025.




D Bertram
Director

The notes on pages 5 to 14 form part of these financial statements.

Page 2

 
CMT LEARNING LIMITED
 

Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Capital redemption reserve
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 October 2023
24,001
5,999
-
766,420
796,420


Comprehensive income for the period

Profit for the period
-
-
-
176,488
176,488
Total comprehensive income for the period
-
-
-
176,488
176,488


Contributions by and distributions to owners

Purchase of own shares
-
1
-
-
1

Shares issued during the period
7,000
-
-
-
7,000

Shares cancelled during the period
(1)
-
-
-
(1)

Merger relief reserve movement
-
-
1,698,000
-
1,698,000


Total transactions with owners
6,999
1
1,698,000
-
1,705,000


At 31 December 2024
31,000
6,000
1,698,000
942,908
2,677,908


The notes on pages 5 to 14 form part of these financial statements.

Page 3

 
CMT LEARNING LIMITED
 

Statement of Changes in Equity
For the Period Ended 30 September 2023


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 October 2022
24,001
5,999
167,115
197,115


Comprehensive income for the year

Profit for the year
-
-
599,305
599,305
Total comprehensive income for the year
-
-
599,305
599,305


At 30 September 2023
24,001
5,999
766,420
796,420


The notes on pages 5 to 14 form part of these financial statements.

Page 4

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

1.


General information

CMT Learning Limited is a private company limited by shares, registered in England and Wales. The company's registered number and registered office address is 3rd Floor, 12 Gough Square, London, EC4A 3DW.
The Company's principal activity is the provision of technical and vocational secondary education through camps for students.
These financial statements are for the 15 month period from 1 October 2023 to 31 December 2024. The comparatives are for the year ended 30 September 2023. 

2.Accounting policies

 
2.1

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:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.3

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 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'.

Page 5

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.4

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:
Revenue from the sale of merchandise and tuck shops is recognised at the point of sale.
Revenue from the provision of camps and tours is recognised at the point which the event takes place. In the event of cancellation non-refundable deposits are recognised at the date of cancellation. 
 
 
2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Pensions

Defined contribution pension plan

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 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.

Page 6

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the period 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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.8

Tangible fixed assets

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
Computer equipment
-
20%

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.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 7

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
2.12

Creditors

Short-term creditors are measured at the transaction price. 

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Page 8

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)


Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Employees

The average monthly number of employees, including directors, during the period was 49 (2023 - 35).

Page 9

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

4.


Tangible fixed assets







Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 October 2023
504
6,628
7,132



At 31 December 2024

504
6,628
7,132



Depreciation


At 1 October 2023
340
4,865
5,205


Charge for the period on owned assets
164
1,763
1,927



At 31 December 2024

504
6,628
7,132



Net book value



At 31 December 2024
-
-
-



At 30 September 2023
164
1,763
1,927


5.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


Additions
1,705,000



At 31 December 2024
1,705,000




Page 10

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

6.


Stocks

31 December
Unaudited
30 September
2024
2023
£
£

Finished goods and goods for resale
17,627
-

17,627
-



7.


Debtors

31 December
Unaudited
30 September
2024
2023
£
£


Trade debtors
478,804
4,100

Amounts owed by group undertakings
1,101,670
-

Other debtors
18,043
4,110

Prepayments and accrued income
242,984
111,187

1,841,501
119,397



8.


Cash and cash equivalents

31 December
Unaudited
30 September
2024
2023
£
£

Cash at bank and in hand
858,022
2,368,288

858,022
2,368,288


Page 11

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

9.


Creditors: Amounts falling due within one year

31 December
Unaudited
30 September
2024
2023
£
£

Trade creditors
52,799
556,833

Amounts owed to group undertakings
845,997
399,405

Corporation tax
34,502
169,226

Other taxation and social security
75,793
164,566

Other creditors
23,948
248,713

Accruals and deferred income
711,203
154,083

1,744,242
1,692,826



10.


Deferred taxation






2024


£






At beginning of year
(366)


Charged to profit or loss
366



At end of year
-

The deferred taxation balance is made up as follows:

31 December
Unaudited
30 September
2024
2023
£
£


Accelerated capital allowances
-
(366)

-
(366)

Page 12

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

11.


Share capital

31 December
As restated
Unaudited
30 September
2024
2023
£
£
Allotted, called up and fully paid



31,000 (2023 - 24,001) Ordinary shares of £1.00 each
31,000
24,001


During the accounting period, 7000 Ordinary shares of £1 nominal value were issued as part of a share for share exchange.
On 16 February 2024, CMT Learning Limited acquired control of Sports Camps UK Ltd through the purchase of 100% of the share capital for total consideration of £1,705,000 which was satisfied by CMT Learning Limited allotting and issuing to the Seller the consideration shares, being 7000 Ordinary shares of £1 each, credited as fully paid.


12.


Reserves

Capital redemption reserve

The capital redemption reserve represents the par value of shares purchased and cancelled by the Company.

Merger Reserve

The merger reserve represents the difference between the amount paid and the fair value of the subsidiary company upon the share for share exchange with the Company's subsidiary.

Profit and loss account

Retained earnings represents the cumulative profits and loss less any dividends paid.


13.


Related party transactions

Included within other creditors is a director's loan in the sum of £nil (2023 - £150,000). This loan was repaid on 2 October 2023. 
The Company has adopted the exemption permitted by paragraph 33.1A of IFRS 102 and has not disclosed transactions with other group members, where the group members are wholly owned.

Page 13

 
CMT LEARNING LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

14.


Controlling party

The parent undertaking of the smallest group of which CMT Learning Limited is a member and consolidated financial statements are prepared is YEB UK Holdings Limited, a company incorporated in the United Kingdom and registered in England and Wales. Their registered office address is 3rd Floor, 12 Gough Square, London, EC4A 3DW.
Copies of YEB UK Holdings Limited's consolidated financial statements can be obtained at Companies House, Crown Way, Cardiff.


15.


Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 25 July 2025 by Hannah Clegg (Senior Statutory Auditor) on behalf of Sayers Butterworth LLP.

 
Page 14