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Company registration number: 13512115
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 30 JUNE 2025
| LEARNPRO GROUP LIMITED
LEARNPRO GROUP LIMITED |  |
COMPANY INFORMATION
Directors | C Karayannis
| S P Layzell
| H Brindle (appointed 28 October 2025)
| J M Shah
| M Salter
Registered number | 13512115
Registered office | 6 Warwick Street
| London
| United Kingdom
| W1B 5LX
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| Ashcombe House
| 5 The Crescent
| Leatherhead
| Surrey
| KT22 8DY
LEARNPRO GROUP LIMITED |  |
CONTENTS
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditor's report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated statement of financial position | 11
Company statement of financial position | 12
Consolidated statement of changes in equity | 13
Company statement of changes in equity | 14
Notes to the financial statements | 15 - 36
LEARNPRO GROUP LIMITED |  |
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The directors present the Strategic Report of the Company and Group for the year ended 30 June 2025.
Principal activities
LearnPro Group Limited (“the Company”) and its subsidiaries (“the Group”) is a global leader in virtual reality and e-learning solutions for the blue light emergency services (fire, police, ambulance) and related aviation and industrial sector businesses.The combined software suite now comprising of learnPro, pdrPro, Firewatch, Prevent & Protect, Redkite and XVR provides a platform for learning management, authoring, competency reporting and training, compliance management and an immersive virtual reality simulation training. The suite of products is used across the UK and Worldwide by leading public and private sector institutions to train and manage over 400,000 emergency service and health care staff each year.
Business review and future developments
Focus in the year was M&A to build a stronger portfolio of value adding services to our core customers and to enhance our talent resources. In the year the group successfully acquired and began to integrate Infographics (Oct24) comprising of Firewatch, Prevent & Protect, and FloSuite products and a strong technical and management group. We also acquired and began integration of Performance Monitoring Systems (Dec24) a developer and provider of Redkite, an aviation fire services focused competency and compliance software. By combining these businesses, we have widened our customer base across our core markets and post integration have focused our energy on offering greater value to them with the increased service breadth. We continued to invest in a scalable platform through enablers such as unified systems in sales, operations, finance, & HR and prepare the Group for growth through the synergistic and organic levers from our current portfolio of products, as well as further M&A opportunities. The Group has backing from investors on strategy and due to the long-term nature of clients and service provision this gives the directors comfort that liability levels are acceptable. Losses before tax for the year were £4,694,005 (2024 - £3,511,145). After taxation, the balance sheet position has decreased to net liabilities of £14,556,011 (2024 - £9,630,545). The growth in turnover of £1.3m was largely the result of the contribution from the two acquisitions contributed circa £230k to operating profit, but this was offset by higher group management charges and group intercompany loan interest fees arising from the additional funding for the acquisitions in the year. Interest expense for the year also increased by circa £660k reflecting the additional funding required from Project Atlantis Topco Limited for the two acquisitions. In the consolidated statement of financial position, intangibles increased by circa £6m due to the goodwill on acquisition of the Infographics and RedKite businesses. The cash balance increased by circa £1m due to a combination of the cash balance in the acquired businesses (£400k) plus improvement in net working capital, with the increase in debtors again the contribution from Infographics and RedKite. The overall increase in liabilities reflected the increase in intergroup loans between LPG and PAM arising from the additional funding required for the acquisitions in the year. The acquisitions were also the cause of the £2m increase in bank loans falling due after more than one year, a result of an increase in the loan facility with Santander. Page 1
LEARNPRO GROUP LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties
The Group's operations expose it to a variety of risks that include but are not limited to the loss of key customers, the loss of key suppliers, outsourcing, business continuity and reliance on key IT systems, together with risks associated with growth of the business and underlying economic environmental factors affecting overall business confidence. These risks are formally reviewed by the Board at least annually and appropriate processes put in place to monitor and mitigate their effects. Customer risk is managed by focusing on the diversification of the customer portfolio and customer retention strategies, as well as reviewing the financial stability of new and existing customers. Supplier risk is managed through regular assessment of existing key suppliers, looking at factors such as financial stability, resource availability, product lifecycle, and their exposure to market risk. Regular forums are held with our customers to ensure we understand their needs, and our suppliers are critically appraised to ensure their products meet our needs. In addition, regular evaluations of alternate suppliers, solutions and technologies are made to minimise the risk in this area. The Group is working on formal business continuity and disaster recovery plans, and these will be reviewed at Board level at least annually and tested bi-annually. The risk to the growth of the business and the underlying economic environment is managed by aligning the Group's product and service offering with its core competencies, whilst retaining and winning customers from a diverse cross-section of size, sectors and geographic locations. The Group is exposed to interest rate risk arising from fluctuations in market interest rates, primarily in relation to its borrowings. The Group’s external debt is subject to variable interest rates and therefore changes in interest rates may impact the Group’s finance costs and cash flows. The Board monitors interest rate exposure on an ongoing basis and considers the level of debt, maturity profile and prevailing market conditions when assessing the appropriateness of the Group’s financing arrangements. FX risk is partially covered by having cost bases in all territories. Inflation, due to the nature of cost base and margins then inflation has limited impact other than payroll costs which, with scale, will become proportionally smaller. The board regularly considers the group exposure to adverse movements in interest rates and ensures close ongoing relationships with finance providers to assist managing this risk whilst ensuring the business has the funds to drive increased performance.
Financial key performance indicators
The Group delivered turnover of £8.4m (2024 - £7.1m) at a gross profit margin of 98% (2024 - 99%) resulting in an operating loss of £2.0m (2024 - £1.5m). Post balance sheet events Subsequent to the balance sheet date, the following changes to the Board occurred: • Mark Philip Truby – resigned, effective 28th October 2025 • Hannah Brindle – appointed, effective 28th October 2025 The Board acknowledges these changes and expresses appreciation for the contributions of the departing director. Page 2
LEARNPRO GROUP LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 This report was approved by the board and signed on its behalf.
C Karayannis Director
Date: 10 February 2026
Page 3
LEARNPRO GROUP LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Results and dividends
The loss for the year, after taxation, amounted to £4,964,177 (2024 -loss £3,952,826). The directors do not recommend the payment of a dividend.
Directors
The directors who served during the year were:
C Karayannis
S P Layzell
M P Truby (resigned 28 October 2025)
J M Shah
M Salter
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters covered in the Group strategic report
The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ report have been omitted as they are included in the Strategic report on page 1. This includes information that would have been included in the business review, future developments and details of the principal risks and uncertainties. Page 4
LEARNPRO GROUP LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 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 and the Group'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 and the Group's auditor is aware of that information.
Auditor
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
C Karayannis Director
Date: 10 February 2026
Page 5
LEARNPRO GROUP LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNPRO GROUP LIMITED
Opinion
We have audited the financial statements of LearnPro Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of changes in equity, the Company 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 Group's and of the parent Company's affairs as at 30 June 2025 and of the Group's loss 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 Group 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 Group's or the parent 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.
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. Page 6
LEARNPRO GROUP LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNPRO GROUP LIMITED (CONTINUED)
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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
LEARNPRO GROUP LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNPRO GROUP 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 Group 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: ∙The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including: −The Companies Act 2006; −Financial Reporting Standard 102; −UK employment legislation; −UK health and safety legislation; −UK tax legislation; −General Data Protection Regulations; and −Relevant local laws affecting the foreign subsidiary. ∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. ∙We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of management meeting minutes. ∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. ∙We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: −Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; −Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; −Challenging assumptions and judgements made by management in its significant accounting estimates; and −Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. ∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: −The application of inappropriate judgements or estimation to manipulate the Group's financial position; −Posting of unusual journals and complex transactions; and −The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests. Page 8
LEARNPRO GROUP LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEARNPRO GROUP LIMITED (CONTINUED) 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. Caroline Milton FCA (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Ashcombe House 5 The Crescent Leatherhead Surrey KT22 8DY 10 February 2026 Page 9
LEARNPRO GROUP LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 8,400,179 | 7,059,337
Cost of sales |  | (142,398) | (48,850)
Gross profit |  | 8,257,781 | 7,010,487
Administrative expenses |  | (10,348,157) | (8,579,320)
Other operating income | 5 | 51,179 | 50,914
Operating loss | 6 | (2,039,197) | (1,517,919)
Interest receivable and similar income | 10 | 2,649 | 570
Interest payable and similar expenses | 11 | (2,657,457) | (1,993,796)
Loss before taxation |  | (4,694,005) | (3,511,145)
Tax on loss | 12 | (270,172) | (441,681)
Loss for the financial year |  | (4,964,177) | (3,952,826)
Foreign exchange reserve movement |  | 38,711 | (53,906)
Other comprehensive income for the year |  | 38,711 | (53,906)
Total comprehensive loss for the year |  | (4,925,466) | (4,006,732)
(Loss) for the year attributable to: |  |  |
Owners of the parent Company |  | (4,964,177) | (3,952,826)
|  | (4,964,177) | (3,952,826)
There were no recognised gains and losses for 2025 or 2024 other than those included in the Consolidated statement of comprehensive income. Exceptional costs of £558,668 (2024: £984,076) are included within administration expenses. See note 13 for further details.
The notes on pages 15 to 36 form part of these financial statements.
Page 10
LEARNPRO GROUP LIMITED REGISTERED NUMBER:13512115 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 20,861,110 |  | 14,630,411
Tangible assets | 15 |  | 99,858 |  | 98,410
|  |  | 20,960,968 |  | 14,728,821
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 1,161,706 |  | 1,023,003 |
Cash at bank and in hand |  | 2,523,784 |  | 1,504,978 |
|  | 3,685,490 |  | 2,527,981 |
Creditors: amounts falling due within one year | 18 | (7,501,495) |  | (23,082,680) |
Net current liabilities |  |  | (3,816,005) |  | (20,554,699)
Total assets less current liabilities |  |  | 17,144,963 |  | (5,825,878)
Creditors: amounts falling due after more than one year | 19 |  | (31,557,405) |  | (3,800,359)
Deferred taxation | 21 | (143,569) |  | (4,308) |
|  |  | (143,569) |  | (4,308)
Net liabilities |  |  | (14,556,011) |  | (9,630,545)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1 |  | 1
Other reserves | 23 |  | 24,241 |  | (14,470)
Profit and loss account | 23 |  | (14,580,253) |  | (9,616,076)
|  |  | (14,556,011) |  | (9,630,545)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C Karayannis
Director
Date: 10 February 2026
The notes on pages 15 to 36 form part of these financial statements. Page 11
LEARNPRO GROUP LIMITED REGISTERED NUMBER:13512115 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 26,882,482 |  | 17,486,616
|  |  | 26,882,482 |  | 17,486,616
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 8,114 |  | 9,378 |
Cash at bank and in hand |  | 67,301 |  | 226,554 |
|  | 75,415 |  | 235,932 |
Creditors: amounts falling due within one year | 18 | (6,793,596) |  | (22,081,984) |
Net current liabilities |  |  | (6,718,181) |  | (21,846,052)
Total assets less current liabilities |  |  | 20,164,301 |  | (4,359,436)
Creditors: amounts falling due after more than one year | 19 |  | (31,557,405) |  | (3,800,359)
Net liabilities |  |  | (11,393,104) |  | (8,159,795)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1 |  | 1
Profit and loss account brought forward |  | (8,159,796) |  | (4,839,086) |
Profit and loss account carried forward |  |  | (11,393,105) |  | (8,159,796)
|  |  | (11,393,104) |  | (8,159,795)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C Karayannis
Director
Date: 10 February 2026
The notes on pages 15 to 36 form part of these financial statements. Page 12
LEARNPRO GROUP LIMITED |  |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 1 | 39,436 | (5,663,250) | (5,623,813)
Comprehensive loss for the year |  |  |  |
Loss for the year | - | - | (3,952,826) | (3,952,826)
Foreign exchange reserves | - | (53,906) | - | (53,906)
Total comprehensive loss for the year | - | (53,906) | (3,952,826) | (4,006,732)
At 1 July 2024 | 1 | (14,470) | (9,616,076) | (9,630,545)
Comprehensive loss for the year |  |  |  |
Loss for the year | - | - | (4,964,177) | (4,964,177)
Foreign exchange reserves | - | 38,711 | - | 38,711
Total comprehensive loss for the year | - | 38,711 | (4,964,177) | (4,925,466)
At 30 June 2025 | 1 | 24,241 | (14,580,253) | (14,556,011)
| The notes on pages 15 to 36 form part of these financial statements.
Page 13
LEARNPRO GROUP LIMITED |  |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 July 2023 | 1 | (4,839,086) | (4,839,085)
Comprehensive loss for the year |  |  |
Loss for the year | - | (3,320,710) | (3,320,710)
Total comprehensive loss for the year | - | (3,320,710) | (3,320,710)
At 1 July 2024 | 1 | (8,159,796) | (8,159,795)
Comprehensive loss for the year |  |  |
Loss for the year | - | (3,233,309) | (3,233,309)
Total comprehensive loss for the year | - | (3,233,309) | (3,233,309)
At 30 June 2025 | 1 | (11,393,105) | (11,393,104)
| The notes on pages 15 to 36 form part of these financial statements.
Page 14
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
LearnPro Group Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the Company information page, which is also its principal place of business. The Company's principal activity is that of a holding company. The Group's principal activity is disclosed in the Group strategic report. 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 and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. 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); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A. ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Project Atlantis Topco Limited as at 30 June 2025 and these financial statements may be obtained from Companies House.
| 2.3 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 15
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Group made a loss before tax of £4,694,005 (2024 - £3,511,145) and has net liabilities of £14,556,011 (2024 - £9,630,545) at 30 June 2025. At the year end the Group has net current liabilities of £3,816,005 (2024 - £20,554,699). The application of the going concern basis in preparing the financial statements has been critically analysed and reviewed to determine its viability. The Company is reliant upon the continued support of the wider group to not call upon intercompany debt and provide financial support if required. The wider group is also required to meet certain financial covenants as part of its finance arrangements. At the time of approving the financial statements the directors have taken into consideration the below matters, to form a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and to remain compliant with the terms of the borrowings: −Review of the Group's budget for the next twelve months; −Stress testing the budget and financial covenants to ensure compliance; −The impact of acquired businesses and planned future acquisitions; −Holding regular conversations with the covenant holders; and −Obtaining assurance from the wider group that is it able and willing to provide financial support to the Group if required. On the basis of this review, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore the directors have used the going concern basis in preparing the financial statements.
| 2.5 | Foreign currency translation
Functional and presentation currency The Group's functional and presentation currency is GBP and the accounts are rounded to the nearest £1. 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. For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at the balance sheet date. Profit and loss items are translated at the average exchange rates for the year. Exchange differences arising are taken to the Group's foreign currency translation reserve. Such exchange differences will be recognised in the profit and loss account in the year in which a foreign subsidiary undertaking is disposed of. Goodwill and fair adjustments arising on the acquisition of a foreign subsidiary undertaking are treated as assets and liabilities of the foreign subsidiary and translated at the closing rate. Page 16
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.6 | Revenue
Revenue consists of software licence fees and related development. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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. Amounts recoverable on long term contracts, which are included in accrued income, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress payments on account. Excess progress payments are included in deferred income in creditors amounts falling due within one year.
| 2.7 | Operating leases: the Group 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.
| 2.8 | Research and development
Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised over the period during which the Group is expected to benefit.
| 2.9 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 other creditors as a liability in the Consolidated statement of financial position. The assets of the plan are held separately from the Group in independently administered funds. Page 17
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | 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 reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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 reporting date.
| 2.13 | Exceptional items
Items that are deemed material in size and non-operating, non-recurring in nature or incurred solely as a result of the Group's ownership structure are presented as exceptional items in the Consolidated statement of comprehensive income. The directors are of the opinion that the separate reporting of these items provides a better understanding of the underlying performance of the Group.
| 2.14 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets 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. Intangible assets are amortised over the following useful economic lives: Page 18
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Intangible assets (continued)
|  |  |  | Development expenditure | - | 5 | years
|  |  |  | Goodwill | - | 10 | years
| 2.15 | 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, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | over the shorter of the life of the lease and 5 years
|  |  |  | Plant and machinery | - | 15% straight line
|  |  |  | Office and computer equipment | - | over 2 to 5 years
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.
| 2.16 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.17 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. A review for indicators of impairment is carried out at each reporting date, with recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
| 2.18 | Financial instruments
The Group 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 ordinary shares. Page 19
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key accounting judgements and estimation areas are as below: Impairment of investments involves judgement and is also a key estimation area. Management exercise judgement in calculating the maintainable EBITDA, cash flow and determining the value of the investment. The fair value of the business less costs to sell is determined using a discounted cashflow calculation based on forecast EBITDA. The calculations take into consideration available market data, future recurring revenue and expected growth rates. This is used as the basis for assessing if an impairment is required. Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects a true and fair value of the assets as detailed in 2.14 and 2.16 above. The Group capitalises software development costs for e-learning solutions. This cost is then amortised over the estimated time the Group will use the asset to generate revenue. There is judgement involved in estimating the useful life and each year management will review these estimates based on income streams generated from the software and consider if any impairment is required. Long term contracts represents a significant estimate that impacts the turnover recognised for service contracts. Frequent assessments and reviews are made of actual costs incurred on a contract and the forecast costs associated with completing a service contract. Key inputs into the assessment of forecast revenue include the time costs to complete the remaining work and risks associated with completion of the contractual obligations. The goodwill arising on acquisition is attributable to the customer base and the specialist skills and technology required to provide e-learning solutions. There is judgement involved in estimating the useful life and each year management will review these estimates and consider if any impairment is required. Goodwill is amortised on a straight-line basis over its estimated useful economic life of 10 years. This period reflects the long-term nature of the Group’s software platform, recurring customer relationships, and management’s expectations regarding the period over which economic benefits will be derived. Page 20
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Licences | 8,122,003 | 6,673,003
| Projects | 265,306 | 371,422
| Hardware | 12,870 | 14,912
|  | 8,400,179 | 7,059,337
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 5,161,131 | 3,898,171
| Rest of Europe | 2,517,304 | 2,342,004
| Rest of the world | 721,744 | 819,162
|  | 8,400,179 | 7,059,337
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research & Development tax credits | 51,179 | 50,914
|  | 51,179 | 50,914
6. | Operating loss
| The operating loss is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amortisation charges | 2,868,603 | 2,320,447
| Depreciation charges | 53,379 | 48,223
| Exchange differences | 114,488 | (28,349)
| Operating lease rentals | 204,790 | 224,280
Page 21
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 30,250 | 26,225
| 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.
8. | Employees
| Staff costs, including the directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 3,882,943 | 3,196,114 | 471,991 | 482,562
| Social security costs | 602,872 | 481,229 | 65,004 | 48,485
| Cost of defined contribution scheme | 334,989 | 160,515 | 26,021 | 19,129
|  | 4,820,804 | 3,837,858 | 563,016 | 550,176
| In addition to the above, included within expectional costs (note 13) are wages and salaries of £285,628 (2024 -£Nil), social security costs of £9,711 (2024 - £Nil), and cost of defined contribution scheme expenses of £7,957 (2024 - £Nil). Furthermore, staff costs of £476,927 (2024 - £454,576) have been capitalised within Development Expenditure within Intangible Fixed Assets.
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Admin | 21 | 5
|  | Product development | 47 | 29
|  | Sales and marketing | 17 | 14
|  | Professional Services | 4 | 6
|  | Support | 5 | 7
|  | Other | 1 | 2
|  | Directors | 5 | 5
|  |  | 100 | 68
Page 22
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 465,186 | 525,031
| Group contributions to defined contribution pension schemes | 26,021 | 29,669
|  | 491,207 | 554,700
| During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £182,327 (2024 - £215,000).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,760 (2024 - £12,760).
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 2,649 | 570
|  | 2,649 | 570
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 560,862 | 539,328
| Interest payable on amounts owed to group undertakings | 2,096,595 | 1,454,468
|  | 2,657,457 | 1,993,796
Page 23
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 118,343 | (14,561)
| Adjustments in respect of previous periods | 12,568 | 2,938
| Total current tax | 130,911 | (11,623)
| Deferred tax |  |
| Origination and reversal of timing differences | (61,207) | (344,964)
| Carry forward tax losses | - | 693,377
| Changes in tax rates | - | 104,891
| Adjustments in respect of previous periods | 200,468 | -
| Total deferred tax | 139,261 | 453,304
| Taxation on profit on ordinary activities | 270,172 | 441,681
Page 24
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (4,694,005) | (3,511,145)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | (1,173,501) | (877,786)
| Effects of: |  |
| Expenses not deductible for tax purposes | 605,370 | 154,769
| Income not deductible for tax purposes | (9,304) | -
| Fixed asset timing differences | (45,449) | -
| Adjustments in respect of previous periods | 44,930 | -
| Adjustments in respect of previous periods - deferred tax | 168,733 | 107,829
| Unprovided deferred tax | 155,178 | 693,377
| Group relief | 524,148 | 363,492
| Overseas tax | 67 | -
| Total tax charge for the year | 270,172 | 441,681
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 25
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Exceptional items
|  |  |  |  | 2025 | As restated 2024
|  |  |  |  | £ | £
| Merger and Acquisition related costs | 20,133 | 60,250
| Employee absence costs | 63,592 | 31,648
| Restructuring costs | 277,427 | 354,427
| Strategic management costs | 149,365 | 415,012
| Commercial costs | 5,787 | -
| Legal and professional costs | 42,364 | 122,739
|  | 558,668 | 984,076
| The 2024 comparative has been amended to remove £87,914 from Merger and Acquisition related costs above as these were not deemed to be exceptional items. There is no impact on profit, retained earnings or tax as a result of this adjustment.
14. | Intangible assets
| Group
|  | Development expenditure | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 July 2024 | 2,265,300 | 18,849,149 | 21,114,449
| Additions | 473,240 | - | 473,240
| On acquisition of subsidiaries | - | 8,680,863 | 8,680,863
| At 30 June 2025 | 2,738,540 | 27,530,012 | 30,268,552
| Amortisation |  |  |
| At 1 July 2024 | 1,016,561 | 5,467,477 | 6,484,038
| Charge for the year | 434,134 | 2,434,469 | 2,868,603
| Impairment charge | - | 54,801 | 54,801
| At 30 June 2025 | 1,450,695 | 7,956,747 | 9,407,442
| Net book value |  |  |
| At 30 June 2025 | 1,287,845 | 19,573,265 | 20,861,110
| At 30 June 2024 | 1,248,739 | 13,381,672 | 14,630,411
| The Company had no intangible fixed assets.
Page 26
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Tangible fixed assets
| Group
|  | Leasehold improvements | Plant and machinery | Office and Computer equipment | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 July 2024 | 11,541 | - | 185,077 | 196,618
| Additions | - | - | 25,215 | 25,215
| Acquisition of subsidiary | - | 29,612 | - | 29,612
| At 30 June 2025 | 11,541 | 29,612 | 210,292 | 251,445
| Depreciation |  |  |  |
| At 1 July 2024 | 8,182 | - | 90,026 | 98,208
| Charge for the year | 3,359 | 10,657 | 39,363 | 53,379
| At 30 June 2025 | 11,541 | 10,657 | 129,389 | 151,587
| Net book value |  |  |  |
| At 30 June 2025 | - | 18,955 | 80,903 | 99,858
| At 30 June 2024 | 3,359 | - | 95,051 | 98,410
| The Company had no tangible fixed assets.
Page 27
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 July 2024 | 17,486,616
| Additions | 9,613,831
| Impairment | (217,965)
| At 30 June 2025 | 26,882,482
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| LearnPro eFireService Limited | A2 Building R1010, Cody Technology Park, Ively Road, Farnborough, England, GU14 0LX | Ordinary | 100%
| XVR Simulation BV | Westlandseweg 40 C, 2624 AD, Delft | Ordinary | 100%
| Commun Coille Limited | First Floor, 6-8 Castle Street, Edinburgh, Scotland, EH2 3AT | Ordinary | 100%
| Infographics UK Ltd * | First Floor, 6-8 Castle Street, Edinburgh, Scotland, EH2 3AT | Ordinary | 100%
| Performance Monitoring Systems Limited | 6 Warwick Street, London, United Kingdom, W1B 5LX | Ordinary | 100%
| * Infographics UK Ltd is an indirect holding. LearnPro eFireService Limited (Company registration no 09570924), Commun Coille Limited (Company registration no SC400235), Infographics UK Ltd (Company registration no SC089526) and Performance Monitoring Systems Limited (Company registration no 02450115) are exempt from the audit of their financial statements by virtue of s479A of Companies Act 2006. LearnPro eFireServices Limited and Performance Monitoring Systems Limited are incorporated in England and Wales. Commun Coille Limited and Infographics UK Ltd are incorporated in Scotland. Their results are included in these financial statements. On 29 October 2024, 100% of the share capital of Commun Coille Limited and Infographics UK Ltd were purchased for consideration of £8,076,283. On 23 December 2024, 100% of the share capital of Performance Monitoring Systems Limited was purchased for consideration of £1,537,548. The Group had no fixed asset investments.
Page 28
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 943,038 | 597,044 | - | -
| Other debtors | 344 | 49,093 | - | -
| Prepayments and accrued income | 218,324 | 213,702 | 7,097 | 8,196
| Tax recoverable | - | 163,164 | - | -
| Deferred taxation | - | - | 1,017 | 1,182
|  | 1,161,706 | 1,023,003 | 8,114 | 9,378
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 393,750 | 875,000 | 393,750 | 875,000
| Trade creditors | 182,979 | 350,149 | 3,815 | 19,058
| Other loans | - | 16,731,716 | 5,937,562 | 20,812,788
| Corporation tax | 171,727 | - | - | -
| Other taxation and social security | 363,614 | 319,235 | 6,074 | 7,300
| Other creditors | 314,775 | 283,130 | 254,425 | 224,172
| Accruals and deferred income | 6,074,650 | 4,523,450 | 197,970 | 143,666
|  | 7,501,495 | 23,082,680 | 6,793,596 | 22,081,984
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 5,722,838 | 3,800,359 | 5,722,838 | 3,800,359
| Other loans | 25,834,567 | - | 25,834,567 | -
|  | 31,557,405 | 3,800,359 | 31,557,405 | 3,800,359
| The bank loans included above are secured by way of a fixed and floating charge over the assets of the Group. The other loans are amounts owed to group undertakings and carry an interest at a rate of 10% and are repayable by 10 August 2027.
Page 29
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 393,750 | 875,000 | 393,750 | 875,000
|  | 393,750 | 875,000 | 393,750 | 875,000
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 5,722,838 | 3,800,359 | 5,722,838 | 3,800,359
| Other loans | 25,834,567 | - | 25,834,567 | -
|  | 31,557,405 | 3,800,359 | 31,557,405 | 3,800,359
|  | 31,951,155 | 4,675,359 | 31,951,155 | 4,675,359
| The bank loans included above are secured by way of a fixed and floating charge over the assets of the Group. The loan is in three tranche's and accrues interest at the margin rate of 4% and 4.5% respectively plus SONIA. The loans are due for repayment by 30 June 2028.
21. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (4,308)
| Charged to profit or loss | (139,261)
| At end of year | (143,569)
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LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 21.Deferred taxation (continued)
| Company
|  | 2025
|  | £
| At beginning of year | 1,182
| Charged to profit or loss | (165)
| At end of year | 1,017
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accelerated capital allowances | (170,035) | 8,421 | - | -
| Tax losses carried forward | 8,274 | - | - | -
| Changes in tax rates | 18,192 | (12,729) | 1,017 | 1,182
|  | (143,569) | (4,308) | 1,017 | 1,182
| In addition to the above there is a deferred tax asset in connection with unrelieved losses amounting to £222,168 (2024: £693,377) which has not been recognised as there is no certainty at the year end over its recovery.
22. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 -1) Ordinary share of £1.00 | 1 | 1
| The Ordinary shares have attached to them full voting, dividend and capital distribution rights; they do not confer any rights of redemption.
23. | Reserves
Foreign exchange reserve This reserve records foreign exchange differences arising on consolidation of its foreign subsidiary. Profit and loss account The profit and loss account includes all current period retained profits and losses. Page 31
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
24. | Business combinations
On 29 October 2024, 100% of the share capital of Commun Coille Limited and Infographics UK Ltd was purchased for a total consideration of £8,076,283. On 23 December 2024, 100% of the share capital of Performance Monitoring Systems Limited was purchased for a total consideration of £1,537,548.
| Acquisition of Commun Coille Limited and Infographics UK Ltd
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 27,965 | - | 27,965
|  | 27,965 | - | 27,965
| Current Assets |  |  |
| Debtors | 326,184 | - | 326,184
| Cash at bank and in hand | 1,917,156 | - | 1,917,156
| Total Assets | 2,271,305 | - | 2,271,305
| Creditors |  |  |
| Due within one year | (1,197,467) | - | (1,197,467)
| Total Identifiable net assets | 1,073,838 | - | 1,073,838
| Goodwill | 7,002,445
| Total purchase consideration | 8,076,283
| Consideration
|  |  |  |  | £
| Cash | 1,165,645
| Equity instrument | 125,000
| Loan notes | 625,000
| Debt instrument | 5,826,000
| Directly attributable costs | 334,638
| Total purchase consideration | 8,076,283
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LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 24.Business combinations (continued)
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 1,165,645
| Directly attributable costs | 334,638
|  | 1,500,283
| Less: Cash and cash equivalents acquired | (1,917,156)
| Net cash inflow on acquisition | (416,873)
| The goodwill arising on acquisition is attributable to the customer base and the specialist skills and technology required to provide e-learning solutions.
| The results of Commun Coille Limited and Infographics UK Ltd since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 1,066,250
| Profit after taxation for the period | 32,213
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LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 24.Business combinations (continued)
| Acquisition of Performance Monitoring Systems Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 1,647 | - | 1,647
|  | 1,647 | - | 1,647
| Current Assets |  |  |
| Debtors | 38,311 | - | 38,311
| Cash at bank and in hand | 93,817 | - | 93,817
| Total Assets | 133,775 | - | 133,775
| Creditors |  |  |
| Due after more than one year | (274,645) | - | (274,645)
| Total Identifiable net liabilities | (140,870) | - | (140,870)
| Goodwill | 1,678,418
| Total purchase consideration | 1,537,548
| Consideration
|  |  |  |  | £
| Cash | 1,151,000
| Deferred consideration | 250,000
| Directly attributable costs | 136,548
| Total purchase consideration | 1,537,548
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 1,151,000
| Directly attributable costs | 136,548
|  | 1,287,548
| Less: Cash and cash equivalents acquired | (93,817)
| Net cash outflow on acquisition | 1,193,731
Page 34
LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 24.Business combinations (continued)
| The goodwill arising on acquisition is attributable to the customer base and the specialist skills and technology required to provide e-learning solutions.
| The results of Performance Monitoring Systems Limited since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 348,615
| Profit after taxation for the period | 202,183
25. | Contingent liabilities
There is a cross guarantee between parent company LearnPro Group Limited and Santander UK Plc in relation to the bank loans. The total liability of LearnPro Group Limited to Santander UK Plc as at 30 June 2025 was £6,116,588 (2024 - £4,675,359). In addition a fixed and floating charge exists over all the assets, property and undertaking of the Group.
26. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £29,636 (2024 - £23,562) were payable to the fund at the reporting date and are included in creditors.
27. | Commitments under operating leases
| At 30 June 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 190,705 | 168,528
| Later than 1 year and not later than 5 years | 153,045 | 25,582
|  | 343,750 | 194,110
| The Company has no operating leases.
28. | Related party transactions
| Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the group was £491,207 (2024 - £554,700) as directors remuneration and £100,024 (2024 - £60,250) as advisory/monitoring fees to Apiary Capital LLP.
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LEARNPRO GROUP LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
29. | Controlling party
The Group's immediate parent company is Project Atlantis Midco Limited, incorporated in England. The ultimate parent company is Project Atlantis Topco Limited whose registered office is 6 Warwick Street, London, United Kingdom, W1B 5LX. The smallest group of companies in which the Company is consolidated is LearnPro Group Limited. The largest group of companies in which the Company is consolidated is that headed by Project Atlantis Topco Limited. Copies of the group accounts for Project Atlantis Topco Limited may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. The Directors consider the ultimate controlling party to be M Salter.
Page 36