|
Registered number: 10010657 (England & Wales)
|
|
|
|
|
|
DIRECTORS' REPORT AND UNAUDITED FINANCIAL STATEMENTS
|
|
|
|
FOR THE YEAR ENDED
31 AUGUST 2025
|
|
|
|
|
|
|
|
Pages for Filing with Registrar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTENTS
|
|
|
|
|
|
|
|
|
Notes to the Financial Statements
|
|
|
|
COMPANY INFORMATION
- 1 -
|
|
|
|
|
Registered number: 10010657 (England & Wales)
UP LEARN LIMITED
|
BALANCE SHEET
AS AT 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 2 -
|
|
|
|
|
Registered number: 10010657 (England & Wales)
UP LEARN LIMITED
|
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2025
The Directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and the members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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 prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the Directors' Report and the Profit and Loss Account 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 by:
|
|
Director and company secretary
|
|
|
|
|
The notes on pages 4 to 8 form part of these financial statements.
- 3 -
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Up Learn Limited is a private company limited by share capital, incorporated in England and Wales, registered number 10010657. The address of the registered office is 40 Queen Anne Street, London, W1G 9EL.
2.Accounting policies
|
|
|
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 Section 1A - small entities of Financial Reporting Standard 102, the 'Financial Reporting Standard applicable in the UK and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The financial statements have been prepared on the going concern basis. The Directors have considered the cash requirements of the business, and have concluded that adequate cash resources will be available to cover the company’s requirements for working capital and capital expenditure, for at least the next twelve months, from the date of approving these financial statements.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract; and
∙the stage of completion of the contract at the end of the reporting period can be measured reliably.
In the research and development phase, expenditure is recognised as an expense in the Profit and Loss Account when it is incurred. Research and development tax credits are claimed on these costs, and the amounts received by the company from HM Revenue and Customs are disclosed as 'tax on loss' in the Profit and Loss Account.
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.
- 4 -
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
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.
The estimated useful lives range as follows:
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 the Profit and Loss Account.
Short term debtors are measured at the 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.
Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short term 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.
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.
The company 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 and loans to related parties.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
Finance costs are charged to the Profit and Loss Account 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.
- 5 -
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Profit and Loss Account over the vesting period. Vesting conditions, such as length of service by each employee, are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
The cumulative fair value of the share options is disclosed in 'share option reserve' on the Balance Sheet. At each balance sheet date a transfer is made within equity, between the 'share option reserve' and the 'Profit and Loss Account', to transfer the fair value of the shares exercised in the year and share options within the reserve that have now lapsed. During the year ended 31 August 2025 this transfer amounted to £445,145 (2024 - £5,095).
The company has taken advantage of the optional exemption available on transition to FRS 102, which allows share options that were granted before the date of transition to the standard on 1 September 2018 to be recognised in the financial statements only when the share options are exercised, rather than when they were granted.
|
|
|
Operating leases: the company as lessee
|
Rentals paid under operating leases are charged to the Profit and Loss Account 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.
Defined contribution pension plan
The company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
The average monthly number of employees, including the Directors, during the year was 42 (2024 - 53).
- 6 -
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 7 -
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the year ended 31 August 2020, the company obtained a £50,000 Bounce Back Loan, which was guaranteed by the government. Interest was chargeable at 2.5% per annum, and the balance was repayable over six years.
During the year ended 31 August 2021, the £50,000 Bounce Back Loan was repaid, and the company subsequently obtained a £600,000 Coronavirus Business Interruption Loan which is guaranteed by the government. Interest is charged at a fixed rate of 9% per annum, and interest in the first 12 months is payable by the government. The loan balance was initially repayable over 3 years. However, during the year ended 31 August 2023, the repayment terms were renegotiated with the monthly repayment amount decreasing. Subsequently the repayment period was increased to 5 years. Therefore the remaining loan balance repayable in less than one year as at 31 August 2025 is now £107,143.
The bank loan balances disclosed in Notes 6 and 7 are secured by a fixed and floating charge on the company's assets and undertakings. The security also contains a negative pledge.
|
|
|
Commitments under operating leases
|
At the balance sheet date, the company had commitments under operating leases of £19,269 (2024 - £18,906).
At the balance sheet date, the company had pension commitments totalling £9,391 (2024 - £13,939) payable to a defined contribution scheme which is included in creditors.
- 8 -
|