The director of the company has 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.

Accent Language Limited is a private company limited by shares incorporated in England and Wales. The registered office is Buchanan House, 30 Holborn, London, EC1N 2HS.

The comparative information included in these financial statements have been prepared for a 10 month period, commencing on 1 August 2023 and ending on 31 May 2024. The change in reporting period aligns the financial year end with the year end of the ultimate parent.

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 company has taken advantage of the exemption under Section 7 of FRS 102 from preparing a statement of cash flows on the grounds that it qualifies as a small company.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The financial statements have been prepared on a going concern basis which the directors believe to betrue appropriate for the following reason.

At the year end, the company had net liabilities of £2,352,894. The company is reliant on the support of other group companies as a result of the way that the group is financed. Global University Systems Holding B.V. (the immediate parent) has provided a letter of support to the directors which confirms that it will provide sufficient financial support to the company to enable the company to continue to trade and to meet its liabilities as they fall due, for a period of at least one year from the date of signature of the audit report for the year ended 31 May 2025. In the same letter, Global University Systems Holding B.V. further confirms that it will not seek repayment of the amount owed by the company to Global University Systems Holding B.V. of £2,396,278 until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due.

As a result, having assessed the response of the directors of Global University Systems Holding B.V., in light of its support and on the basis of their assessment of the company's financial position and Global University Systems Holding B.V.'s financial position, the Directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue represents fees receivable for the provision of tuition and related services. Revenue is recognised on the basis of the estimated timing of delivery of the courses. When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the balance sheet date. Deferred income represents amounts invoiced for which the service will be provided in future periods.

Intangible assets are made up of costs incurred in securing customer contracts and are recognised as intangible fixed assets when the following criteria are met:

- The costs are incremental and would not have been incurred if the contract had not been obtained;

- It is probable that the expected future economic benefits associated with the contract will flow to the entity;

- The costs can be reliably measured.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and 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.

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 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

The company does not enter into any transactions that can be classified as other financial assets, including equity instruments which are not subsidiaries, associates or joint ventures.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Intangible fixed assets - Commission costs

Commission costs are capitalised in full and recognised as an intangible fixed assets and amortised on a monthly basis over the expected study period. This provides reliable and relevant information as it more appropriately allocates the costs based on the service it relates to, being the study period.

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 entity receives a recharge of central services expenditure from another group entity, primarily relating to staff costs and shared overheads. Management applies judgement in assessing whether the basis of allocation is appropriate and reflects the extent to which the entity has benefited from those services. The recharge is calculated using time spent and other directly attributable costs. Management considers the nature of the services provided and the reasonableness of the allocation methodology when assessing the charge.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company makes a judgement surrounding the estimation of impairment of other debtors including accrued income. Judgement is used to determine the appropriate recoverable accrued income after taking into account the historical recoverable amount on income recognised. Changes in the economy, industry, or specific customer conditions are also taken into consideration and may result in adjustments to the income accrued in the financial statements

The company makes a judgement on the estimation of capitalised costs associated with the acquisition of educational contracts. The costs associated with the acquisition of the contracts in place are contingent on the amounts recovered on the contract, changes to the amounts recovered on a contract in place may give rise to changes in the total amount capitalised and amortised, further details can be found in note 1,17 and 1.19 of these financial statements.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 May 2025 are as follows:

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 is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its 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.

The company, along with other companies in the Global University Systems group, acts as guarantor in respect of a lease held by Interactive Pro Limited, a group company. The directors consider that no material exposure arises as a result of the guarantee.

In 2018 HMRC opened an enquiry into historic VAT treatments applied by certain entities in the Global University Systems group, including Accent Language Limited. The Director is of the view that directives relating to the application of VAT as it applies to education services is open to varying interpretations by HMRC, tax tribunals and courts. As at the year end, appeals were continuing and so no final resolution had been reached in respect of the enquiry. Therefore the Director considers the outcome of the enquiry, which could include interest and penalties in addition to any assessed VAT liability, to be uncertain.

At year end and at the date of approval of the financial statements, an HMRC enquiry into corporate interest deductions within the wider Global University Systems group is ongoing. The enquiry may result in additional corporation tax, plus interest, becoming payable. However, the enquiry is ongoing and the Director considers that the outcome is uncertain.

The director is of the opinion that there were no significant adjusting or non-adjusting events occurring after the reporting date.

The company has taken advantage of the exemption allowed in FRS 102 paragraph lAC 35 and has not disclosed details of related party transactions with 100% owned entities within the group.

The immediate parent undertaking is Global University Systems B.V., a company incorporated in England & Wales.

The ultimate controlling party is The Heritage Trust, registered in Guernsey.

The smallest group into which the entity is consolidated is Global University Systems Holding B.V., a company registered in The Netherlands. The registered office of both parent companies is Passeerdersgracht 23, 1016 XG, Amsterdam, the Netherlands.