Valamis Learning UK Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Valamis Learning UK Limited is a private company, limited by shares, incorporated in England & Wales, registered number 04414764 . The registered office is 1 Cottesbrooke Park, Heartlands Business Park, Daventry, Northamptonshire, NN11 8YL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors have considered the going concern position of the company taking into account the net loss for the year of £261,698, net liabilities of £525,033 and net current liabilities of £533,855 as at 31 December 2024.

The company’s financial statements have been prepared on a going concern basis on the grounds that the parent company Valamis Oy intends and is capable of taking all necessary measures related to the continuity of operations and the realization of subsidiary receivables.

The company's management and group are currently managing profitability by controlling costs. The company aims to grow its existing and new customer base. The parent company continues to implement measures aimed at strengthening its financial position. The Directors also note that the Group’s operating performance has improved compared with previous years, and it is their expectation that the Group will achieve and maintain sustainable profitability by the end of the financial year ending 2025.

Based on this assessment, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements continue to be prepared on a going concern basis.

The directors confirm the following plans as future actions to ensure that the company can continue its operations and that the going concern assumption applies to the financial statements. However, there is a material uncertainty related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern and, therefore, that it may be unable to realise all its assets and discharge its liabilities in the normal course of business. Should the company be unable to continue as a going concern, adjustments would be required to reclassify long term assets and liabilities to short term, to write current assets down to their realisable values and provide for any further liabilities that may arise.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Directors' opinion there are no significant judgements and no key sources of estimation uncertainty.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

25% Reducing Balance

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Valamis Learning UK Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. 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 related parties and investments in ordinary shares.

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 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.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. Pensions

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

2.10. Trade Debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

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Valamis Learning UK Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.11. Trade Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 12 (2023: 13)

4. Tangible Assets

	SCORM Engine	Computer Equipment	Total
	£	£	£
Cost
As at 1 January 2024	17,072	26,778	43,850
Disposals	(17,072 )	-	(17,072 )

As at 31 December 2024	-	26,778	26,778

Depreciation
As at 1 January 2024	17,072	10,928	28,000
Provided during the period	-	4,087	4,087
Disposals	(17,072 )	-	(17,072 )

As at 31 December 2024	-	15,015	15,015

Net Book Value
As at 31 December 2024	-	11,763	11,763

As at 1 January 2024	-	15,850	15,850

5. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	48,471	258,629
Prepayments and accrued income	17,217	43,858
Other debtors	40	2,520
Amounts owed by group undertakings	-	63,026

	65,728	368,033

6. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	31,089	75,437
Other taxes and social security	40,221	21,892
VAT	5,509	98,805
Accruals and deferred income	100,074	469,629
Amounts owed to group undertakings	441,910	-

	618,803	665,763

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Valamis Learning UK Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Amounts owed to group undertakings	-	15,000

8. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	75	75

9. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2024	2023
	£	£
Not later than one year	-	3,720

	-	3,720

10. Ultimate Controlling Party

The company's immediate parent is The Valamis Group OY, incorporated in Finland

These financial statements are available upon request from Koskikatu 7 A, 4th Floor, 80100, Joensuu, Finland. This is the largest and smallest group for which consolidated financial statements are prepared.

11. Audit Information

The auditor's report on the accounts of Valamis Learning UK Limited for the year ended 31 December 2024 was unqualified.

The auditor's report was signed by David Wheeler (Senior Statutory Auditor) for and on behalf of Bourner Bullock Chartered Accountants , Statutory Auditor.

Bourner Bullock Chartered Accountants

114 St Martin’s Lane

Covent Garden

London

WC2N 4BE

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		11,763		15,850

			11,763		15,850
CURRENT ASSETS
Debtors	5	65,728		368,033
Cash at bank and in hand		19,220		37,507

		84,948		405,540
Creditors: Amounts Falling Due Within One Year	6	(618,803 )		(665,763 )

NET CURRENT ASSETS (LIABILITIES)			(533,855 )		(260,223 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(522,092 )		(244,373 )

Creditors: Amounts Falling Due After More Than One Year	7		-		(15,000 )

PROVISIONS FOR LIABILITIES
Deferred Taxation			(2,941 )		(3,962 )

NET LIABILITIES			(525,033 )		(263,335 )

CAPITAL AND RESERVES
Called up share capital	8		75		75
Share premium account			18,974		18,974
Capital redemption reserve			51		51
Profit and Loss Account			(544,133 )		(282,435 )

SHAREHOLDERS' FUNDS			(525,033)		(263,335)