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Registered number: 15556067 HEALTHCADEMIA UK LIMITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025
HEALTHCADEMIA UK LIMITED REGISTERED NUMBER: 15556067 BALANCE SHEET AS AT 31 AUGUST 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Investments | 5 |  | 23,957,810
|  |  | 23,957,810
Current assets |  |  |
Debtors: amounts falling due within one year | 6 | 1 |
Cash at bank and in hand | 7 | 956 |
|  | 957 |
Creditors: amounts falling due within one year | 8 | (309,460) |
Net current (liabilities)/assets |  |  | (308,503)
Total assets less current liabilities |  |  | 23,649,307
Creditors: amounts falling due after more than one year | 9 |  | (12,983,628)
Net assets |  |  | 10,665,679
Capital and reserves |  |  |
Called up share capital |  |  | 700,000
Share premium account |  |  | 6,300,001
Profit and loss account |  |  | 3,665,678
|  |  | 10,665,679
Page 1
HEALTHCADEMIA UK LIMITED REGISTERED NUMBER: 15556067 BALANCE SHEET (CONTINUED) AS AT 31 AUGUST 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 March 2026.
................................................ Mr D L Brown | ................................................ Mr R Darcos
Director | Director
The notes on pages 3 to 10 form part of these financial statements. Page 2
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025
1. | General information
Healthcademia UK Limited is a private company limited by shares incorporated in England and Wales (Company no: 15556067). The Company's principal place of business is Unit 1, Witney Way, Boldon Business Park, Boldon, Tyne & Wear, NE35 9PE. The registered office is C/O Gateley Legal Ship Canal House, 98 King Street, Manchester, United Kingdom, M2 4WU. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. 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 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.3 | Going concern
The directors have considered the company's current and future prospects and its availability of financing. The company continues to receive the support of its holding company and group. The directors are therefore satisfied that the company can continue to pay its liabilities as they fall due and continue in existence. For this reason, the directors continue to adopt the going concern basis of preparation for these financial statements. Page 3
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 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'.
| 2.5 | 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. Page 4
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.6 | Taxation
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.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.8 | Associates and joint ventures
Associates and Joint Ventures are held at cost less impairment.
| 2.9 | 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. Page 5
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.10 | 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.
| 2.11 | 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.
| 2.12 | 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. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. 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. Page 6
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
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.
| 2.13 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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 judgements, estimates and assumptions about the carrying amount 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 that 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
4. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration.
| The average monthly number of employees, including directors, during the period was 0.
5. | Fixed asset investments
|  | Investments in subsidiary companies | Investments in associates | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| Additions | 22,836,898 | 1,120,912 | 23,957,810
| At 31 August 2025 | 22,836,898 | 1,120,912 | 23,957,810
Page 7
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| P&S Medical Education Limited | 32 Portland Terrace, Newcastle upon Tyne, NE2 1QP | Ordinary | 100%
| Associate
| The following was an associate of the Company:
| Name | Registered office | Class of shares | Holding
| Geeky Medics Ltd | Lytchett House, 13 Freeland Park, Wareham Road, Poole, Dorest, England, BH16 6FA | Ordinary | 30%
| On 8 April 2024, the company acquired 100% of the shares of P&S Medical Education Limited, a company registered in England and Wales, company number 08892304. According to the share purchase agreement a further amount is payable depending on the results for the year ended 31 March 2027. Management consider the best estimate of this further amount payable to be £nil. On 13 May 2025, the company acquired 30% of the shares in Geeky Medics Limited, a company registered in England and Wales, company number 09523980. Healthcademia UK Limited has the option to acquire the remaining 70% of the issued share capital of Geeky Medics Limited at various future timepoints and at values based on the company’s profitability.
6. | Debtors
|  |  |  |  | 2025
|  |  |  |  | £
| Prepayments and accrued income | 1
|  | 1
Page 8
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025
7. | Cash and cash equivalents
|  |  |  |  | 2025
|  |  |  |  | £
| Cash at bank and in hand | 956
|  | 956
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed to group undertakings | 263,071
| Accruals and deferred income | 46,389
|  | 309,460
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed to group undertakings | 12,983,628
|  | 12,983,628
| The loan has an interest rate of 6.34% paid quarterly in arrears and a maturity date of 4 April 2029.
10. | Related party transactions
| The company has taken advantage of the exemption under FRS102 Section 1A not to disclose transactions with other wholly owned group undertakings.
11. | Controlling party
The company is controlled by its parent company, Amphi Holdings SAS. The ultimate controling party is Agora Bidco SAS, a private limited company registered in France, company number 903524619, registered office 30-32 Boulevard de Vaugirard, Paris, 75015. Agora Bidco SAS is the ultimate parent of the group and prepares consolidated financial statements which are available to the public at it's registered office. Page 9
HEALTHCADEMIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 AUGUST 2025
12. | Auditors' information
The auditors' report on the financial statements for the period ended 31 August 2025 was unqualified. The audit report was signed on 11 March 2026 by Andrew Cameron (Senior Statutory Auditor) on behalf of Ryecroft Glenton.
Page 10