Company No: 08097513 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2024		2023
		$		$
Fixed assets
Intangible assets	4	0		754,316
Tangible assets	5	0		3,660
		0		757,976
Current assets
Debtors
- due within one year	6	1,033,955		145,405
- due after more than one year	6	0		1,946,260
Cash at bank and in hand		679,041		20,777
		1,712,996		2,112,442
Creditors: amounts falling due within one year	7	( 18,909)		( 6,179,036)
Net current assets/(liabilities)		1,694,087		(4,066,594)
Total assets less current liabilities		1,694,087		(3,308,618)
Creditors: amounts falling due after more than one year	8	0		( 20,108)
Net assets/(liabilities)		1,694,087		( 3,328,726)
Capital and reserves
Called-up share capital	9	30		17
Share premium account		4,133,750		0
Other reserves		143,495		143,495
Profit and loss account		( 2,583,188 )		( 3,472,238 )
Total shareholders' funds/(deficit)		1,694,087		( 3,328,726)

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Nomadic Learning Limited (registered number: 08097513) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

T J G Sarchet Director

30 September 2025

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Nomadic Learning Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 85 Great Portland Street, First Floor, London, W1W 7LT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in USD which is the functional currency of the Company and rounded to the nearest $.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised on a cost plus basis in relation to services performed on behalf of the group. Revenue is based on when the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the [appropriate pricing] model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

3 - 5 years straight line

Other intangible assets

Intangible assets are internally generated and are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the above bases.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Computer equipment

3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Convertible loan notes
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in the equity reserve within equity and is not subsequently remeasured.

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	6		6

3. Share-based payments

Equity-settled share-based payment schemes

The company has granted options to employees of its subsidiary to subscribe for ordinary shares in the company. A summary of the principal terms and conditions of all options that existed during the year is as follows:

Details of the share options outstanding during the financial year are as follows:

	2024			2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price ($)		Number of share options	Average exercise price ($)
Outstanding at beginning of period	2,508,288	0.80		1,928,803	0.78
Granted during the period	0	0		579,485	0.87
Forfeited during the period	( 2,338,926)	0		0	0
Exercised during the period	( 169,362)	0.31		0	0
Outstanding at the end of the period	0	0		2,508,288	0.80
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

4. Intangible assets

	Other intangible assets		Total
	$		$
Cost
At 01 January 2024	1,840,959		1,840,959
Additions	662,947		662,947
Disposals	( 2,503,906)		( 2,503,906)
At 31 December 2024	0		0
Accumulated amortisation
At 01 January 2024	1,086,643		1,086,643
Charge for the financial year	321,455		321,455
Disposals	( 1,408,098)		( 1,408,098)
At 31 December 2024	0		0
Net book value
At 31 December 2024	0		0
At 31 December 2023	754,316		754,316

5. Tangible assets

	Computer equipment		Total
	$		$
Cost
At 01 January 2024	3,959		3,959
Disposals	( 3,959)		( 3,959)
At 31 December 2024	0		0
Accumulated depreciation
At 01 January 2024	299		299
Charge for the financial year	805		805
Disposals	( 1,104)		( 1,104)
At 31 December 2024	0		0
Net book value
At 31 December 2024	0		0
At 31 December 2023	3,660		3,660

6. Debtors

	2024		2023
	$		$
Debtors: amounts falling due within one year
Amounts owed by own subsidiaries	938,899		0
Prepayments	61,458		9,998
VAT recoverable	29,230		84,499
Other debtors	4,368		50,908
	1,033,955		145,405
Debtors: amounts falling due after more than one year
Amounts owed by own subsidiaries	0		1,946,260

7. Creditors: amounts falling due within one year

	2024		2023
	$		$
Bank loans	0		12,717
Trade creditors	10,522		85,037
Convertible loan notes	0		3,364,748
Other creditors	8,387		2,716,534
	18,909		6,179,036

8. Creditors: amounts falling due after more than one year

	2024		2023
	$		$
Bank loans	0		20,108

9. Called-up share capital

	2024		2023
	$		$
Allotted, called-up and fully-paid
10,367,999 Ordinary shares of £ 0.000002 each (2023: 5,405,000 shares of £ 0.000002 each)	30		11

During the period 4,962,999 shares were issued, with total consideration received of $4,133,762.83.

10. Related party transactions

The company earned fees receivable from Nomadic Learning Corporation of $1,442,545 (2023: $1,161,111).

11. Subsidiaries

The company holds 100% of the share capital in Nomadic Learning Corporation, a company incorporated in the USA.

12. Financial instruments

Carrying amount of financial liabilities

	2024		2023
	$		$
Derivative liability relating to discount on convertible loan notes, measured at fair value through the profit and loss account	0		856,828