Company registration number 11023994 (England and Wales)
WATERBEAR EDUCATION LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
PAGES FOR FILING WITH REGISTRAR
WATERBEAR EDUCATION LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
WATERBEAR EDUCATION LTD
BALANCE SHEET
AS AT 31 AUGUST 2025
31 August 2025
- 1 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
5
100,428
98,017
Tangible assets
6
663,462
422,411
763,890
520,428
Current assets
Stocks
2,897
1,611
Debtors
7
322,788
231,611
Cash at bank and in hand
630,408
576,926
956,093
810,148
Creditors: amounts falling due within one year
8
(1,436,101)
(411,435)
Net current (liabilities)/assets
(480,008)
398,713
Total assets less current liabilities
283,882
919,141
Creditors: amounts falling due after more than one year
9
(1,573,197)
(2,285,333)
Net liabilities
(1,289,315)
(1,366,192)
Capital and reserves
Called up share capital
12
396,953
396,953
Share premium account
1,961,149
1,961,149
Share option reserves
10,850
10,850
Profit and loss reserves
(3,658,267)
(3,735,144)
Total equity
(1,289,315)
(1,366,192)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 18 March 2026 and are signed on its behalf by:
A P J Bushell
Director
Company registration number 11023994 (England and Wales)
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
- 2 -
1
Accounting policies
Company information

Waterbear Education Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Pavilion View, 19 New Road, Brighton, East Sussex, England, BN1 1EY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 presentation currency of the financial statements is the Pound Sterling (£).

Monetary amounts are rounded to the nearest whole £1. The financial statements are presented in sterling which is also the functional currency of the Company.

The financial statements have been prepared under the historical cost convention.

1.2
Going concern

The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. At the year end the company had net liabilities of £1,289,315 (2024: net liabilities of £1,366,192), including cash at bank of £630,408 (2024: £576,926). The directors are confident that through detailed modelling and the company's strong cash reserves, as well as the new college at Sheffield, trading should continue as forecast for the foreseeable future. With the investment and loan commitments from Falmouth University, in addition to them being a positive partner with a significant interest in the company, the directors foresee no reason to increase the going concern risk. On that basis the directors are satisfied that the going concern basis of preparing the financial statements is appropriate.true

1.3
Turnover

Turnover represents amounts receivable for course fees in the academic year. Turnover is recognised in line with the delivery of content on each course.

1.4
Intangible fixed assets other than goodwill

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of five years.

Delivery platform is being amortised evenly over its estimated useful life of five years.

1.5
Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life, or, if held under a finance lease, over the lease term, whichever is the shorter.

Short Leasehold
over the lease term
Leasehold improvements
10% to 25% on cost
Plant and machinery
33% on cost
Fixtures and fittings
33% on cost
Computer equipment
33% on cost
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 3 -

Tangible fixed assets are stated at cost less accumulated depreciation less accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

1.6
Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

1.7
Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end that are expected to apply to the reverse of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

1.8
Leases

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their useful lives. Those held under finance leases are depreciated over their estimated useful lives or lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

1.9

Pension costs and other post-retirement benefits

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

WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
1
Accounting policies
(Continued)
- 4 -
1.10

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivables or payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

1.11

Impairments

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 5 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described below 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The key area of judgement is in the treatment on the transaction costs attributable to the Investment Agreements. The Investment Agreements incorporated the issue of all five types of share capital and the issue of the loan note instruments. The directors consider that to divide the transaction costs six ways between all five types of share issue and the loan notes to be the most appropriate treatment of the transaction costs.

Transaction costs attributed to Ordinary A and Ordinary B shares were allocated to Retained Earnings. Transaction costs attributed to Ordinary C shares were allocated to the Share Premium account and the Loan Notes liability. Transaction costs attributed to Ordinary D and Ordinary E shares were allocated to the Share Premium account.

One other significant area of judgement that has an effect on the amounts recognised in the financial statements is the classification of leases as finance or operating leases. It has become a significant area of judgement as the number of leases have increased compared to the previous year. The company's accounting policies relating to leases are set out on page 11. Under FRS 102 there are a number of indicators as to whether a lease is classified as a finance lease or operating lease. The directors have taken the view that the key indicators for these leases being finance leases are the lease period being a major part of the economic life of the asset and the present value of the minimum lease payments amount to at least substantially all of the fair value of the asset.

The directors determined that at the balance sheet date, the company had 4 finance leases in respect of plant & machinery and computer equipment. As a result, the company had fixed assets held under finance lease with a net book value of £96,263 (cost £172,047 and accumulated depreciation £75,784), finance leases within creditors: amounts falling due within one year of £61,074 (2024: £33,481), finance leases within creditors: amounts falling due after more than one year of £29,063 (2024: £40,967) and interest of £11,721 (2024: £9,855) included within finance charges in the profit and loss account. If these leases were classified by the company as operating leases, leased equipment included within expenditure in the profit and loss account would increase by £66,582 (2024: £36,903), no assets would be included within fixed assets held under finance leases and no finance lease liabilities would be included within creditors.

3
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging:
£
£
Depreciation of tangible fixed assets
180,432
136,772
Amortisation of intangible assets
41,653
41,886
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 6 -
4
Employees

The average number of employees during the year was 61 (2024 - 55).

5
Intangible fixed assets
Delivery platform
Trademarks
Total
£
£
£
Cost
At 1 September 2024
252,059
5,475
257,534
Additions - internally developed
44,065
-
0
44,065
At 31 August 2025
296,124
5,475
301,599
Amortisation and impairment
At 1 September 2024
155,073
4,444
159,517
Amortisation charged for the year
41,106
548
41,654
At 31 August 2025
196,179
4,992
201,171
Carrying amount
At 31 August 2025
99,945
483
100,428
At 31 August 2024
96,986
1,031
98,017
6
Tangible fixed assets
Short Leasehold
Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
£
Cost
At 1 September 2024
26,055
252,197
331,665
91,421
168,340
869,678
Additions
76,453
165,384
40,579
29,536
112,561
424,513
Disposals
-
0
-
0
(3,033)
-
0
-
0
(3,033)
At 31 August 2025
102,508
417,581
369,211
120,957
280,901
1,291,158
Depreciation and impairment
At 1 September 2024
11,563
88,820
207,465
59,302
80,117
447,267
Depreciation charged in the year
3,512
26,546
63,048
19,975
67,618
180,699
Eliminated in respect of disposals
-
0
-
0
(169)
-
0
(101)
(270)
At 31 August 2025
15,075
115,366
270,344
79,277
147,634
627,696
Carrying amount
At 31 August 2025
87,433
302,215
98,867
41,680
133,267
663,462
At 31 August 2024
14,492
163,377
124,200
32,119
88,223
422,411
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
6
Tangible fixed assets
(Continued)
- 7 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2025
2024
£
£
Plant and machinery
40,262
76,381
Computer equipment
56,001
-
96,263
76,381
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
23,104
8,678
Other debtors
96,534
46,873
Prepayments and accrued income
203,150
176,060
322,788
231,611
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
10,000
10,000
Obligations under finance leases
10
61,074
33,481
Other borrowings
806,339
-
0
Trade creditors
243,718
189,336
Taxation and social security
60,282
44,948
Other creditors
79,663
11,357
Accruals and deferred income
175,025
122,313
1,436,101
411,435

The balances included in other borrowings above have been disclosed in creditors falling due within one year, though an extension to the term of the loans occurred after the balance sheet date.

9
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
7,500
17,500
Obligations under finance leases
10
29,063
40,967
Other borrowings
1,536,634
2,226,866
1,573,197
2,285,333
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 8 -
10
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
67,106
40,116
In two to five years
30,443
43,570
97,549
83,686
Less: future finance charges
(7,412)
(9,238)
90,137
74,448
11
Secured debts

The £330,000 10% Loan Notes issued on 6 February 2018 are secured by the lender via fixed and floating charges across all of the company's property and contains a negative pledge. The charge was registered on 6 February 2018.

12
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
15,812,778
15,812,778
158,128
158,128
Ordinary B of 1p each
15,400,000
15,400,000
154,000
154,000
Ordinary C of 0.001p each
117,000
117,000
1
1
Ordinary D of 1p each
8,074,444
8,074,444
80,744
80,744
Ordinary E of 1p each
408,000
408,000
4,080
4,080
39,812,222
39,812,222
396,953
396,953

Per the company's Articles of Association, C Ordinary shares will be converted upon the Listing of the company with the C Ordinary shares being consideration for the purchase of the new shares issued. The number of new shares that will be purchased will depend on the 'value' of the C Ordinary shares at the time of Listing as determined by the Investment Agreement. This will be treated as an issue of bonus shares upon conversion.

13
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Daniel Chapman
Statutory Auditor:
Sumer Audit
Date of audit report:
18 March 2026
Sumer Audit is the trading name of Sumer Auditco Limited
WATERBEAR EDUCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
- 9 -
14
Operating lease commitments
2025
2024
£
£
Within one year
419,532
248,168
Between two and five years
1,580,812
516,002
In over five years
1,499,991
256,000
3,500,335
1,020,170
15
Capital commitments

At the balance sheet date, the company had capital commitments of £270,031 (2024: £Nil) in respect of building and maintenance works being carried out on one of its premises. The expenditure relates to work contracted for but not yet invoiced at the reporting date and has not been provided for in these financial statements.

16
Events after the reporting date

The company agreed an extension to the maturity date of the £330K 10% loan note from February 2026 to February 2027. As at the balance sheet date, £401,605 was outstanding. All other terms and conditions remain in full force and effect, unaltered and unchanged.

The company agreed an extension to the termination date of the £500k 7% loan from May 2026 to May 2027. As at the balance sheet date, £404,734 was outstanding. All other terms and conditions remain in full force and effect, unaltered and unchanged.

17
Related party transactions

During the year, the company provided services to a close family member of a director worth £9,250 (2024: £Nil). These services were discounted by 50% to £4,625. No balance was outstanding as at the balance sheet date.

18
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
B J Dickinson - 2025
-
-
-
-
-
B J Dickinson - 2024
-
599
94
(693)
-
599
94
(693)
-

The loan is interest free and repayable on demand.

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