ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number 07166785

LEARNA LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

LEARNA LIMITED

COMPANY INFORMATION

Directors	Professor J S Davies
	P J G Horrocks (resigned 12 May 2025)
	C Probert
	Mrs R Probert


Company secretary	Professor J S Davies


Registered number	07166785


Registered office	Ty Bevan House
	Cleeve Drive
	Llanishen
	Cardiff
	Wales
	CF14 5GF


Independent auditor	MHA
	MHA House
	Charter Court
	Phoenix Way
	Swansea Enterprise Park
	Swansea
	SA7 9FS

LEARNA LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditor's report	4 - 7
Profit and loss account	8
Statement of comprehensive income	9
Balance sheet	10 - 11
Statement of changes in equity	12
Notes to the financial statements	13 - 27

LEARNA LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2025

Introduction

The directors present their strategic report for the year ended 28 February 2025.

Business review

The results for the period and the financial position of the company are as shown in the annexed financial statements.
The company's key measurements of effectiveness of its operations are gross margin and turnover. The gross profit margin has decreased from 69% in 2024 to 68% in 2025. Turnover has increased from £7.4m in 2024 to £9.1m in 2025.
The Balance Sheet shows the company had net current assets of £7.4m and net assets of £7.8m as at the balance sheet date. The company's cash at bank balance is £5.6m at the balance sheet date.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks.
The key business risks affecting the company relate to competition risk and credit risk.
The company mitigates competition risk by providing value for money courses and a strong focus on customer service. The group actively monitors the credit risk associated with its customers.
Exposure to adverse movements in interest rates is not considered by the directors as a significant risk to the company.

This report was approved by the board and signed on its behalf.

C Probert

Director

Date: 22 October 2025

Page 1

LEARNA LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 28 FEBRUARY 2025

The directors present their report and the financial statements for the year ended 28 February 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Principal activity

The principal activity is that of providing post-graduate level higher education services.

Results and dividends

The profit for the year, after taxation, amounted to £1,756,762 (2024 - £4,096,704).

No dividends will be distributed for the year ended 28 February 2025.

Directors

The directors who served during the year were:

Professor J S Davies

P J G Horrocks (resigned 12 May 2025)

C Probert

Mrs R Probert

Matters covered in the Strategic report

Included in the company's strategic report is a review of the business and a description of the principal risks and uncertainties facing the company.

Page 2

LEARNA LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 28 FEBRUARY 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

C Probert

Director

Date: 22 October 2025

Page 3

LEARNA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNA LIMITED

Opinion

We have audited the financial statements of Learna Limited (the 'Company') for the year ended 28 February 2025, which comprise the Profit and loss account, the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 28 February 2025 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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.

Page 4

LEARNA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNA LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' responsibilities statement set out on page 2, 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 is 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.

Page 5

LEARNA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNA LIMITED (CONTINUED)

Auditor's 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 an Auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
- Obtained and reviewed the findings of reports produced by specialists on the compliance with key laws and regulations.
- Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred.
- Enquiry of entity staff in compliance functions and external advisors to identify any instances of non-compliance with laws and regulations.
- Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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 Auditor's report.

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 an Auditor's report 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.

Page 6

LEARNA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNA LIMITED (CONTINUED)

Brian Garland BA ACA (Senior Statutory Auditor)

for and on behalf of

MHA

Swansea, United Kingdom

Date: 24 October 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 7

LEARNA LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 28 FEBRUARY 2025

	2025	2024
Note	£	£


Turnover	4	9,066,886	7,424,634
Cost of sales		(2,913,035)	(2,306,579)
Gross profit		6,153,851	5,118,055
Administrative expenses		(3,836,008)	(3,094,773)
Other operating income	5	-	3,303,446
Operating profit	6	2,317,843	5,326,728
Interest receivable and similar income	10	136,127	39,689
Interest payable and similar expenses	11	(42,909)	41,494
Profit before tax		2,411,061	5,407,911
Tax on profit	12	(654,299)	(1,311,207)
Profit for the financial year		1,756,762	4,096,704

The notes on pages 13 to 27 form part of these financial statements.

Page 8

LEARNA LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 28 FEBRUARY 2025

				2025	2024
			Note	£	£

Profit for the financial year	1,756,762	4,096,704
Other comprehensive income
Total comprehensive income for the year	1,756,762	4,096,704

The notes on pages 13 to 27 form part of these financial statements.

Page 9

LEARNA LIMITED

REGISTERED NUMBER: 07166785

BALANCE SHEET

AS AT 28 FEBRUARY 2025

	28 February	29 February
	2025	2024
Note	£	£

Fixed assets
Intangible assets	13		417,975		377,528
Tangible assets	14		25,827		27,317
			443,802		404,845
Current assets
Debtors: amounts falling due within one year	15	4,660,872		4,828,865
Cash at bank and in hand	16	5,618,071		4,042,835
		10,278,943		8,871,700
Creditors: amounts falling due within one year	17	(2,885,857)		(3,194,836)
Net current assets			7,393,086		5,676,864
Total assets less current liabilities			7,836,888		6,081,709
Provisions for liabilities
Deferred tax	18	(4,764)		(6,347)
			(4,764)		(6,347)
Net assets			7,832,124		6,075,362

Capital and reserves
Called up share capital	19	1	1
Profit and loss account	20	7,832,123	6,075,361
		7,832,124	6,075,362

Page 10

LEARNA LIMITED

REGISTERED NUMBER: 07166785

BALANCE SHEET (CONTINUED)

AS AT 28 FEBRUARY 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

C Probert

Director

Date: 22 October 2025

The notes on pages 13 to 27 form part of these financial statements.

Page 11


		LEARNA LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 28 FEBRUARY 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 March 2023	1	1,978,657	1,978,658

Profit for the year	-	4,096,704	4,096,704

At 1 March 2024	1	6,075,361	6,075,362

Profit for the year	-	1,756,762	1,756,762
At 28 February 2025	1	7,832,123	7,832,124

The notes on pages 13 to 27 form part of these financial statements.

Page 12

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

1.	General information

Learna Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office is below:

	Registered number	07166785

	Registered office	Ty Bevan House, Cleeve Drive, Llanishen, Cardiff, Wales CF14 5GF

The principal activity is that of providing post-graduate level higher education services.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

The presentation currency of the financial statements is the Pound Sterling (£).
Monetary amounts in these financial statements are rounded to the nearest £.

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 (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.
• the requirements of Section 7 Statement of Cash Flows ;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17 (d).
This information is included in the consolidated financial statements of Learna Holdings Limited as at 28 February 2025, available from Companies House at Crown Way, Cardiff, CF14 3UZ.

Page 13

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

2.Accounting policies (continued)

2.3

Going concern

In preparing the financial statements, the directors have considered the current financial position of the Company and likely future cashflows. The directors are confident that the Company is well placed to manage its business risks successfully, despite the uncertain economic outlook.
The Company has continued to be profit making in the year and has both net current assets and net assets at the balance sheet date.
Although the situation remains uncertain, in the opinion of the directors the challenges presented by the current economic climate, will not adversely affect the ability of the Company to continue trading for the foreseeable future. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.4

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 14

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

2.Accounting policies (continued)

2.5

Revenue recognition

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.

Fee income
Fee income is credited to revenue over the period in which the students are studying. Any fee income carried forward to a future financial year is included in creditors as deferred income. Any refunds and discounts to tuition fees are applied to the fee that is receivable.

2.6

Operating leases

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.

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

2.Accounting policies (continued)

2.9

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.

2.10

Current and deferred taxation

The tax expense for the year 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.

2.11

Intangible assets

The directors have elected to capitalise costs of a new programme development department in line with FRS 102 as development costs. Once the courses are launched, the costs are transferred from under development to completed, and subsequently amortised over their estimated useful life on a straight-line basis. The useful life of completed courses is 4 years.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 16

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

2.Accounting policies (continued)

2.12

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.

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.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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.

Depreciation is provided on the following basis:

				Long-term leasehold property	-	Over the remaining useful life of the lease
				Fixtures and fittings	-	25% straight line basis

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.

2.13

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.

2.14

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.

2.15

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.

Page 17

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

2.Accounting policies (continued)

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.17

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.

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.

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.

Page 18

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors which 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 only effects that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgments that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Impairment The directors assess the carrying value of intangible assets for indications of impairment at each balance sheet date.

Sales - Higher education	8,569,031	6,903,370
Sales - Non higher education	497,855	521,264
	9,066,886	7,424,634

5.	Other operating income
		2025	2024
		£	£

VAT repayments received	-	3,303,446
	-	3,303,446

During the year ended 29 February 2024, Learna Limited received repayments from HMRC following a successful appeal in relation to output VAT overpaid on supplies of education. Other operating income in 2024 includes £3,752,780 repayments received in respect of the aforementioned overpaid output VAT related to periods covering FY18 to FY23, net of £449,334 in respect of restricted input vat in relation to the same matter.

Page 19

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

Depreciation on owned assets	12,942	15,964
Exchange differences	-	(11)
Other operating lease rentals	54,555	45,710
Amortisation	127,399	61,237

Fees payable to the Company's auditor for the audit of the Company's financial statements

24,200

23,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Wages and salaries	1,872,956	1,580,740
Social security costs	208,331	177,408
Cost of defined contribution scheme	38,368	32,828
	2,119,655	1,790,976

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Service, Sales and Administration	52	51
Directors	4	4

	56	55

Page 20

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	206,833	209,000
Company contributions to defined contribution pension schemes	2,642	2,642
	209,475	211,642

	The highest paid director received remuneration of £100,500 (2024 - £99,000).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).

10.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	136,127	39,689
		136,127	39,689

11.	Interest payable and similar expenses
		2025	2024
		£	£

	Other interest payable	42,909	(41,494)
		42,909	(41,494)

Page 21

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

Corporation tax
Current tax on profits for the year	655,882	1,313,823
	655,882	1,313,823

Total current tax	655,882	1,313,823

Deferred tax
Origination and reversal of timing differences	(1,583)	(2,616)
Total deferred tax	(1,583)	(2,616)


		654,299	1,311,207

Profit on ordinary activities before tax

2,411,061

5,407,911

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24.49%)	602,765	1,324,397
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	51,907	14,290
Capital allowances for year in excess of depreciation	(348)	751
Adjustments to tax charge in respect of prior periods	-	(397)
Non-taxable income	-	(13,333)
Group relief	(25)	(14,501)
Total tax charge for the year	654,299	1,311,207

Factors that may affect future tax charges

Page 22

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

12.Taxation (continued)

There are no factors that will affect the future tax charge.

13.	Intangible assets

	Programmes being developed	Completed Programmes	Total
	£	£	£
Cost
At 1 March 2024	144,429	306,616	451,045
Additions - internal	167,846	-	167,846
Reclassified to held for sale	(241,037)	241,037	-
At 28 February 2025	71,238	547,653	618,891
Amortisation
At 1 March 2024	-	73,517	73,517
Charge for the year on owned assets	-	127,399	127,399
At 28 February 2025	-	200,916	200,916
Net book value
At 28 February 2025	71,238	346,737	417,975
At 29 February 2024	144,429	233,099	377,528

Page 23

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

14.	Tangible fixed assets

	Long-term leasehold property	Fixtures and fittings	Total
	£	£	£
Cost or valuation
At 1 March 2024	14,811	113,762	128,573
Additions	2,101	9,351	11,452
At 28 February 2025	16,912	123,113	140,025
Depreciation
At 1 March 2024	5,339	95,917	101,256
Charge for the year	2,201	10,741	12,942
At 28 February 2025	7,540	106,658	114,198
Net book value
At 28 February 2025	9,372	16,455	25,827
At 29 February 2024	9,472	17,845	27,317

15.

Debtors

					28 February	29 February
					2025	2024
					£	£


Trade debtors	517,565	707,352
Amounts owed by group undertakings	3,577,588	3,578,588
Other debtors	77,993	94,377
Prepayments and accrued income	487,726	448,548
	4,660,872	4,828,865

Page 24

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

Cash at bank and in hand	5,618,071	4,042,835
	5,618,071	4,042,835

Trade creditors	34,638	35,585
Corporation tax	358,438	606,139
Other taxation and social security	115,099	185,224
Other creditors	303,213	286,324
Accruals and deferred income	2,074,469	2,081,564
	2,885,857	3,194,836

18.	Deferred taxation

		2025
		£

	At beginning of year	(6,347)
	Charged to profit or loss	1,583
	At end of year	(4,764)

	Accelerated capital allowances	(4,764)	(6,347)
		(4,764)	(6,347)

Page 25

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

20.

Reserves

Profit and loss account

Retained earnings includes all current and prior period retained profit and losses.

21.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totalling £10,543 (2024 - £7,177) were payable to the fund at the balance sheet date and are included in creditors.

Not later than 1 year	27,495	27,495
Later than 1 year and not later than 5 years	75,611	102,281
	103,106	129,776

23.	Related party transactions
	Amounts of £3,577,588 (2024 - £3,578,588) were owed by the parent company, Learna Holdings Limited, at the year end. The balances are interest free and repayable on demand.

24.	Related party exemption

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Page 26

LEARNA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 28 FEBRUARY 2025

25.	Controlling party

The controlling party is the parent company Learna Holdings Limited. There is no single ultimate controlling party.

Page 27