REGISTERED NUMBER: 02987417 (England and Wales)

Financial Statements For The Year Ended 31 December 2024

for

LRN Limited

Page

Company information

1

Statement of financial position

2

Notes to the financial statements

3

Directors:

K H Michielsen

A Thompson

M J Plass

Secretary:

MSP Corporate Services Limited

Registered office:

Eastcastle House

27/28 Eastcastle Street

London

W1W 8DH

Registered number:

02987417 (England and Wales)

Auditors:

Hogan & Associates

Senior Statutory Auditor

Unit 6E

Nutgrove Office Park

Dublin 14

Dublin

Fixed assets

Tangible assets

5

20,195

13,889

Investments

6

142,795

142,795

162,990

156,684

Current assets

Debtors

7

7,947,948

7,515,176

Cash at bank

34,074

42,839

7,982,022

7,558,015

Creditors

Amounts falling due within one year

8

1,218,503

1,127,672

Net current assets

6,763,519

6,430,343

Total assets less current liabilities

6,926,509

6,587,027

Provisions for liabilities

19,532

19,192

Net assets

6,906,977

6,567,835

Capital and reserves

Called up share capital

1,770

1,770

Retained earnings

6,905,207

6,566,065

6,906,977

6,567,835

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2025 and were signed on its behalf by:

A Thompson - Director

1.	Statutory information

LRN 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.

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

2.	Statement of compliance

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

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Consolidated accounts

The company is entitled to the exemption in Section 400 of the Companies Act 2006 from the obligation to prepare group accounts.

Turnover

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

Services provided relate to the delivery of ethics and independence solutions.

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.

Revenue is recognised in proportion to the stage completion of the contract at the reporting date. The stage completion is assessed on a straight line basis over the life of the contract.

Commission expenditure incurred as a direct result of securing contracts is capitalised as a contract asset and released to the statement of comprehensive income over the life of the contract.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

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 non-puttable 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 financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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 reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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

Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date.

Pension costs and other post-retirement benefits

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.

4.	Employees and directors

The average number of employees during the year was 41 (2023 - 48 ) .

5.	Tangible fixed assets

Plant and

machinery

etc

£

Cost

At 1 January 2024

237,455

Additions

12,714

Disposals

(218,923

)

At 31 December 2024

31,246

Depreciation

At 1 January 2024

223,566

Charge for year

6,408

Eliminated on disposal

(218,923

)

At 31 December 2024

11,051

Net book value

At 31 December 2024

20,195

At 31 December 2023

13,889

6.	Fixed asset investments

Shares

,group

undertaki

£

Cost

At 1 January 2024

and 31 December 2024

142,795

Net book value

At 31 December 2024

142,795

At 31 December 2023

142,795

7.

Debtors: amounts falling due within one year

31.12.24

31.12.23

£

£

Trade debtors

-

57,455

Amounts owed by group undertakings

7,093,535

6,933,817

Other debtors

854,413

523,904

7,947,948

7,515,176

8.

Creditors: amounts falling due within one year

31.12.24

31.12.23

£

£

Trade creditors

-

20,964

Amounts owed to group undertakings

752,639

-

Taxation and social security

168,659

195,981

Other creditors

297,205

910,727

1,218,503

1,127,672

9.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the auditors was unqualified.

David O'Neill (Senior Statutory Auditor)

for and on behalf of Hogan & Associates

10.	Contingent liabilities

The company's bank facility is secured by three limited guarantees totalling £175,000 (2023: £175,000) made by Christopher Campbell and Paul Dineen.

11.	Capital commitments

The company had no material capital commitments at the financial year ended 31 December 2024.

12.	Related party disclosures

The company has availed of the exemption under Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', in relation to the disclosure of transactions with group undertakings.

13.	Events after the end of the reporting period

There are no significant post balance sheet events.

14.	Parent and ultimate parent company

The controlling party is LRN Group Limited.

The company's ultimate parent undertaking is Lion Midco Inc.

The address of Lion Midco Inc. is 41 Madison Ave, 30th Floor, New York.

The parent of the largest group in which the results are consolidated is Lion Midco Inc.

Lion Midco Inc. is registered in United Sates.