REGISTERED NUMBER: 03845393 (England and Wales)

Financial Statements

for the Year Ended 31 December 2025

for

NESSY LEARNING LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J Skogholm

C G Johnstone

REGISTERED OFFICE:

1 Victoria Street

Redbridge

Bristol

BS1 6AA

REGISTERED NUMBER:

03845393 (England and Wales)

AUDITORS:

Gravita Audit Western Limited

Chartered Accountants and Statutory Auditors

2nd Floor, South

One Castle Park

Tower Hill

Bristol

BS2 0JA

FIXED ASSETS

Tangible assets

4

18,982

52,803

Investments

5

121

21

19,103

52,824

CURRENT ASSETS

Debtors

6

1,732,398

1,295,687

Cash at bank and in hand

1,328,932

1,412,488

3,061,330

2,708,175

CREDITORS

Amounts falling due within one year

7

(2,552,287

)

(2,170,722

)

NET CURRENT ASSETS

509,043

537,453

TOTAL ASSETS LESS CURRENT LIABILITIES

528,146

590,277

PROVISIONS FOR LIABILITIES

(4,746

)

(13,201

)

NET ASSETS

523,400

577,076

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

522,400

576,076

SHAREHOLDERS' FUNDS

523,400

577,076

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 11 May 2026 and were signed on its behalf by:

C G Johnstone - Director

1.	COMPANY INFORMATION

Nessy Learning Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's principal activities and nature of its operations are that of the development of educational software and professional development training with a focus upon special education.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information including annual budgets and future cash-flows in making their assessment. Based on these assessments, given the measures that could be undertaken, continuing support of the parent company, and the current resources available, the directors have concluded that they are able to continue to adopt the going concern basis in preparing the financial statements.

Significant judgements and estimates

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. During the year there were no significant judgements and estimates made.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Preparation of consolidated financial statements

The financial statements contain information about Nessy Learning Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover represents Subscription income and Service fees. Subscription income and Service fees are recognised over the period to which the subscription or service relates and exclude VAT and fall within the company's ordinary activities.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised 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.

Financial assets

Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities

Basic financial liabilities, including trade and other creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

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

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 and that are expected to apply to the reversal 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 other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 30 (2024 - 31 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

fittings

vehicles

Totals

£

£

£

COST

At 1 January 2025

106,914

63,917

170,831

Additions

2,782

-

2,782

Disposals

-

(63,917

)

(63,917

)

At 31 December 2025

109,696

-

109,696

DEPRECIATION

At 1 January 2025

84,322

33,706

118,028

Charge for year

6,392

6,055

12,447

Eliminated on disposal

-

(39,761

)

(39,761

)

At 31 December 2025

90,714

-

90,714

NET BOOK VALUE

At 31 December 2025

18,982

-

18,982

At 31 December 2024

22,592

30,211

52,803

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2025

21

Additions

100

At 31 December 2025

121

NET BOOK VALUE

At 31 December 2025

121

At 31 December 2024

21

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

359,881

215,948

Amounts owed by group undertakings

1,325,666

1,052,870

Other debtors

-

205

Prepayments

46,851

26,664

1,732,398

1,295,687

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

33,762

57,136

Amounts owed to group undertakings

86,027

-

Tax

20,854

269,820

Social security and other taxes

56,498

60,186

Pension creditor

6,222

6,319

VAT

137,243

139,680

Other creditors

7,306

7,250

Accruals and deferred income

2,204,375

1,630,331

2,552,287

2,170,722

8.	SECURED DEBTS

There is a fixed charge, held by Ture Invest AB, over the company's share capital in relation to a secured debt owed by the parent company, Poly BidCo AB.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jade Quaintance BA FCA (Senior Statutory Auditor)

for and on behalf of Gravita Audit Western Limited

10.	OTHER FINANCIAL COMMITMENTS

In relation to the company's business premises, there is a rolling 'licence to occupy' agreement in place with annual rents of £36,000. The company can terminate this lease by giving 3 months notice. The Company gave notice to terminate the agreement during the year and exited the agreement in February 2026.

The Company entered into a new membership agreement for an alternative business premises with effect from 1 February 2026, with annual rents of £90,000. This lease can be terminated by giving 3 months notice.

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 31 December 2025 and the period ended 31 December 2024:

2025

2024

£

£

M P Jones

Balance outstanding at start of year

-

2,271

Amounts repaid

-

(2,271

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

-

12.	RELATED PARTY DISCLOSURES

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

13.	ULTIMATE CONTROLLING PARTY

The company's parent company is Poly Bidco AB whose registered office is Heliosgatan 26, 120 78, Stockholm, Sweden.

There is no ultimate controlling party.