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Registered number: 07542144 D2L EUROPE LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
D2L EUROPE LTD CONTENTS
| Page
Company information | 1
Strategic report | 2 - 3
Director's report | 4
Director's responsibilities statement | 5
Independent auditors' report | 6 - 9
Profit and loss account | 10
Balance sheet | 11
Statement of changes in equity | 12
Notes to the financial statements | 13 - 27
D2L EUROPE LTD COMPANY INFORMATION
Director | J Baker
Company secretary | W Trick
Registered number | 07542144
Registered office | 5 New Street Square
| London
| EC4A 3TW
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
D2L EUROPE LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026
Introduction
The director presents his strategic report for D2L Europe Ltd (“D2L Europe” or the “Company”) for the fiscal year ended 31 January 2026.
Business review
The principal business activity of D2L Europe is to deliver personalized, flexible and modern learning experiences for people of all ages through our cloud-based learning platform, D2L Brightspace. D2L Brightspace serves three distinct markets: K-12, Higher Ed, and Corporate, which use our platform to provide online learning, support learning in the classroom, and deploy professional development and upskilling for working professionals. D2L Europe primarily serves customers located in Europe. As part of our broader global operations, D2L Corporation, the direct parent company of D2L Europe and based in Canada, has entered into a distribution arrangement with D2L Europe whereby the Company markets and distributes D2L Corporation’s software and sells professional services to customers in the European market. D2L Corporation also provides management services to D2L Europe which include administrative, pricing, marketing and sales strategies, research and development, and professional services. Both licensing and management services fees charged by D2L Corporation are recorded within Other Operating Charges in the Company’s profit and loss account. D2L Europe had profit for the year, before taxation, in the amount of £490,387 (2025: £464,514), which was mainly driven by an increase from revenue from new customers, coupled with strong revenue retention and expansion from existing customers. During the year, D2L Europe primarily invested in personnel-related wages and benefits expenses, as well as expenses related to travel and events spend, and advertising and promotions spend. D2L Europe maintained a strong cash at bank and in hand balance of £9,104,598 (2025: £6,576,223), with net assets of £23,566,572 (2025: £23,131,187) at 31 January 2026. D2L Europe separately presented creditor amounts owed to the D2L group of companies on the balance sheet from all other creditors, to help depict its contribution to the net current liabilities presented of £5,120,527 at 31 January 2026 (2025: net current liabilities of £5,896,943). Excluding the impact of these creditor amounts owed to the D2L group of companies, D2L Europe had positive working capital of £4,619,932 at 31 January 2026 (2025: negative working capital of £1,719,024). On 2 December, 2025, Connected Shopping Ltd., a wholly owned subsidiary of D2L Europe, was dissolved, as part of an internal legal entity simplification. On 9 July, 2024, D2L Europe acquired all of the outstanding shares of H5P Group AS (“H5P”), a provider of interactive content creation software used by educators and organizations globally to improve learning by creating and enriching course materials, in the amount of £26,221,049. This acquisition aligns with the Company’s commitment to expand its learning platform with a focus on technologies to improve learning outcomes. There has been no impairment recognised in the current year. Page 2
D2L EUROPE LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Principal risks and uncertainties
The management of D2L Europe has overall responsibility for identifying, evaluating and managing major business risks. They regularly assess the business risks exposure and controls, including compliance assessments and determine any appropriate action required. Principal business risks reviewed include, but are not limited to: ∙Market adoption of cloud-based learning solutions may not grow as we expect, which may harm our business and results of operations and even if market demand increases, the demand for our platform may not increase. ∙Continued economic uncertainty, an economic slowdown or a recession could affect our results, and other adverse economic and market conditions and reductions in spending may adversely impact our business and results of operations. ∙Privacy, data protection, and information security concerns, and data collection and transfer restrictions and related domestic or foreign regulations, may limit the use and adoption of our platform and adversely affect our business. ∙We rely upon Amazon Web Services (“AWS”) to operate certain aspects of our service and any disruption of or interference with our use of AWS could impair our ability to deliver our platform and applications to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers and harm to our business.
Financial key performance indicators
The summary of key performance indicators for D2L Europe for the year ended 31 January 2026 are as follows: FY2026 FY2025 % Change Turnover £ 16,346,217 £ 15,483,806 5.6% Profit before taxation £ 490,387 £ 464,514 5.6% Cash at bank and in hand £ 9,104,598 £ 6,576,223 38.4% Net assets £ 23,566,572 £ 23,131,187 1.9% The Company’s director measures the performance of the Company using these performance indicators. Based on the results of the Company for fiscal year ended 31 January 2026, the Company's director is satisfied with the performance of the business against these indicators and look forward to continued growth, both organically and inorganically through acquisitions, in the next fiscal year and beyond. This report was approved and signed by the sole director.
J Baker Director
Date: 12 August 2026
Page 3
D2L EUROPE LTD DIRECTOR'S REPORT FOR THE YEAR ENDED 31 JANUARY 2026 The director presents his report and the financial statements for the year ended 31 January 2026.
Results and dividends
The profit for the year, after taxation, amounted to £168,899 (2025 - £379,443). The director does not recommend a dividend.
Director
The director who served during the year was:
J Baker
Matters covered in the Strategic report
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
Disclosure of information to auditor
The director at the time when this director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This report was approved and signed by the sole director.
J Baker Director
Date: 12 August 2026
Page 4
D2L EUROPE LTD DIRECTOR'S RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 JANUARY 2026 The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 5
D2L EUROPE LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF D2L EUROPE LTD FOR THE YEAR ENDED 31 JANUARY 2026
Opinion
We have audited the financial statements of D2L Europe Ltd (the 'Company') for the year ended 31 January 2026, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 January 2026 and of its profit 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 6
D2L EUROPE LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF D2L EUROPE LTD (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the director's responsibilities statement set out on page 5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
D2L EUROPE LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF D2L EUROPE LTD (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Company through discussions with the director and other management, and from our commercial knowledge and experience of the education software industry; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and employment legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested a sample of journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; and ∙enquiring of management as to actual and potential litigation and claims Page 8
D2L EUROPE LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF D2L EUROPE LTD (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026 Auditor's responsibilities for the audit of the financial statements (continued) There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Nicholas Anderson (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH 13 August 2026 Page 9
D2L EUROPE LTD PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 16,346,217 | 15,483,806
Administrative expenses |  | (7,204,428) | (8,050,433)
Other operating charges |  | (8,498,021) | (6,522,012)
Operating profit | 6 | 643,768 | 911,361
Amounts written off investments |  | - | (300,736)
Interest receivable and similar income | 8 | 7,583 | 2,119
Interest payable and similar expenses | 9 | (160,964) | (148,230)
Profit before taxation |  | 490,387 | 464,514
Tax on profit | 10 | (321,488) | (85,071)
Profit for the financial year |  | 168,899 | 379,443
There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.
Page 10
|  | REGISTERED NUMBER:07542144
D2L EUROPE LTD BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 2,465,304 |  | 2,805,861
Tangible assets | 12 |  | 745 |  | 1,219
Investments | 13 |  | 26,221,050 |  | 26,221,050
|  |  | 28,687,099 |  | 29,028,130
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 14 | 934,267 |  | 970,789 |
Debtors: amounts falling due within one year | 14 | 5,185,365 |  | 6,166,446 |
Cash at bank and in hand |  | 9,104,598 |  | 6,576,223 |
|  | 15,224,230 |  | 13,713,458 |
Amounts owed to group companies |  | (9,740,459) |  | (4,177,919) |
All other creditors |  | (10,358,450) |  | (15,432,482) |
Creditors: amounts falling due within one year | 15 | (20,344,757) |  | (19,610,401) |
Net current liabilities |  |  | (5,120,527) |  | (5,896,943)
Total assets less current liabilities |  |  | 23,566,572 |  | 23,131,187
Net assets |  |  | 23,566,572 |  | 23,131,187
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 20,854,500 |  | 20,854,500
Other reserves | 18 |  | 319,078 |  | 199,984
Profit and loss account | 18 |  | 2,392,994 |  | 2,076,703
|  |  | 23,566,572 |  | 23,131,187
The financial statements were approved and authorised for issue by the sole director:
J Baker
Director
Date: 12 August 2026
The notes on pages 13 to 27 form part of these financial statements. Page 11
D2L EUROPE LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2024 | 100 | 315,520 | 1,517,393 | 1,833,013
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 379,443 | 379,443
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 20,854,400 | - | - | 20,854,400
Transfer to/from profit and loss account | - | (179,867) | 179,867 | -
Share-based payment expense | - | 64,331 | - | 64,331
Total transactions with owners | 20,854,400 | (115,536) | 179,867 | 20,918,731
At 1 February 2025 | 20,854,500 | 199,984 | 2,076,703 | 23,131,187
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 168,899 | 168,899
Contributions by and distributions to owners |  |  |  |
Transfer to/from profit and loss account | - | (147,392) | 147,392 | -
Share-based payment expense | - | 266,486 | - | 266,486
Total transactions with owners | - | 119,094 | 147,392 | 266,486
At 31 January 2026 | 20,854,500 | 319,078 | 2,392,994 | 23,566,572
| The notes on pages 13 to 27 form part of these financial statements.
Page 12
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
1. | General information
D2L Europe Ltd delivers personalized, flexible and modern learning experiences for people of all ages. D2L Europe Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TW. The financial statements are presented in Sterling (£). 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The Company was, at the end of the year, a wholly-owned subsidiary of D2L Inc., whose registered address is 137 Glasgow Street, Suite 560, Kitchener, ON, Canada, N2G 4X8. D2L Inc prepares consolidated financial statements, in which the company is included, that are equivalent to UK requirements. In accordance with the exemption given in Section 401 of the Companies Act 2006, the Company is not required to produce, and has not published, consolidated accounts. The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102: ∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows); ∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows); ∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments); ∙Section 26 Share based payments (disclosure of share based payments); ∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation). The following principal accounting policies have been applied:
| 2.2 | Going concern
After making enquiries, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, he continues to adopt the going concern basis in preparing the financial statements. Page 13
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.3 | Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised: Revenue associated with multiple element contracts is allocated based on the fair value of the services included within the contract. Revenue for license fees are recognised on a straight line basis over the term of the contract. Unearned revenue is reported as deferred income on the balance sheet. Revenue for the implementation stage and other services being provided, that is spread over two accounting periods, is recognised on a stage of completion basis.
| 2.4 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions 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. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase or decrease in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. The Company has taken advantage of the exemption available in FRS102 from accounting for share based payments arrangements which were granted prior to 1 January 2016.
| 2.5 | Other operating charges
D2L Corporation provides management services to D2L Europe which include administrative, pricing, marketing and sales strategies, research and development, and professional services which are recorded within 'Other operating charges' in the Company’s profit and loss account. Page 14
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.6 | Pensions
Defined contribution pension plan The Company operates 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 profit or loss 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.
| 2.7 | Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises of current and deferred tax. Tax is recognised in the profit and loss account. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. 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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 15
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Sterling (£). 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, within 'Administrative expenses'.
| 2.10 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | years
|  |  |  | Customer relationships | - | 8 | years
Page 16
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
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. 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. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 4 | years
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 profit or loss.
| 2.12 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.14 | Financial instruments
The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. 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. The Company’s policies for its major classes of financial assets and financial liabilities are set out below. Page 17
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
|  | Financial instruments (continued)
Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest rate method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets 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. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Page 18
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
|  | Financial instruments (continued)
Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities 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.
| 2.15 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.16 | Deferred commissions
The Company capitalises commission costs that are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalised upon execution of the sales contract by the customer. Deferred commissions are amortised over the expected life of the customer.
| 2.17 | Deferred income
Deferred income consists of billings or payments received in advance of revenue recognition and is recognised as the revenue recognition criteria are met. The Company generally invoices its customers annually. Accordingly, the deferred income balance does not represent the total contract value of multi-year, non-cancellable subscription agreements.
| 2.18 | Share capital
Ordinary shares are classified as equity. Page 19
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Judgement In preparing these financial statements, the directors have exercised judgement in determining whether there are factors of impairment of the company's investments and goodwill. The carrying amount of the company's investments and goodwill are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the recoverable value is estimated. The recoverable value of an investment is the greater of its value in use and its fair value less costs to sell. No impairment was recognised in the year in respect of goodwill or fixed asset investments. See Note 11 and 13.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Product revenue | 15,157,454 | 13,748,378
| Service revenue | 1,188,763 | 1,735,428
|  | 16,346,217 | 15,483,806
Analysis of turnover by country of destination:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| United Kingdom | 7,353,488 | 7,307,647
| Rest of Europe | 7,138,853 | 6,429,513
| Rest of the world | 1,853,876 | 1,746,646
|  | 16,346,217 | 15,483,806
5. | Other operating charges
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Licensing and management services fees | 8,498,021 | 6,522,012
Page 20
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Audit fees payable to the Company's auditor | 33,000 | 39,500
| Non-audit fees payable to the Company's auditor | 9,500 | 6,500
| Exchange differences | (827,596) | 464,948
| Other operating lease rentals | 202,683 | 159,483
| Share-based payments | 266,486 | 64,331
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 5,561,355 | 5,168,849
| Social security costs | 780,436 | 581,931
| Cost of defined contribution scheme | 143,047 | 192,514
|  | 6,484,838 | 5,943,294
| The average monthly number of employees, excluding the director, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Sales and Marketing | 28 | 28
|  | Research and Development | 6 | 6
|  | Administrative support | 1 | 1
|  | Services | 24 | 24
|  |  | 59 | 59
8. | Interest receivable and similar income
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other interest receivable | 7,583 | 2,119
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D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
9. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other interest payable | 160,964 | 148,230
10. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 356,798 | 100,786
| Adjustments in respect of previous periods | 132,614 | -
| Total current tax | 489,412 | 100,786
| Deferred tax |  |
| Origination and reversal of timing differences | (35,310) | (15,715)
| Adjustments in respect of previous periods | (132,614) | -
| Total deferred tax | (167,924) | (15,715)
| Tax on profit | 321,488 | 85,071
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - lower than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit before taxation | 490,387 | 464,514
| Profit multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | 122,597 | 116,129
| Effects of: |  |
| Expenses not deductible for tax purposes, other than amortisation | 45,726 | 125,838
| Non-tax deductible amortisation of goodwill | 85,139 | 83,598
| Other timing differences leading to an (decrease)/increase in the tax charge | 36,044 | (112,280)
| Deferred tax (not previously recognised)/not recognised | 31,982 | (128,214)
| Total tax charge for the year | 321,488 | 85,071
Page 22
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 10.Taxation (continued)
11. | Intangible assets
|  | Customer relationships | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 February 2025 | 203,298 | 3,151,454 | 3,354,752
| At 31 January 2026 | 203,298 | 3,151,454 | 3,354,752
| Amortisation |  |  |
| At 1 February 2025 | 42,354 | 506,537 | 548,891
| Charge for the year | 25,412 | 315,145 | 340,557
| At 31 January 2026 | 67,766 | 821,682 | 889,448
| Net book value |  |  |
| At 31 January 2026 | 135,532 | 2,329,772 | 2,465,304
| At 31 January 2025 | 160,944 | 2,644,917 | 2,805,861
| The goodwill arose on the acquisition of the trade and assets of Connected Shopping Ltd on 9 May 2023. The asset is carried at £2,329,772 (2025: £2,644,917) and has a remaining amortisation period of 7 years.
Page 23
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
12. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost |
| At 1 February 2025 | 2,852
| Additions | 925
| At 31 January 2026 | 3,777
| Depreciation |
| At 1 February 2025 | 1,633
| Charge for the year | 1,399
| At 31 January 2026 | 3,032
| Net book value |
| At 31 January 2026 | 745
| At 31 January 2025 | 1,219
13. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 February 2025 | 26,221,050
| At 31 January 2026 | 26,221,050
| Net book value |
| At 31 January 2026 | 26,221,050
| At 31 January 2025 | 26,221,050
Page 24
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| D2L EU B.V. | Schiphol Boulevard 359 WTC Schiphol 1118BJ Netherlands | Ordinary | 100%
| H5P Group AS | Flow Coworking, Strandgata 9, 9008 Tromsø, Norway | Ordinary | 100%
14. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 934,267 | 970,789
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 2,175,611 | 3,374,228
| Amounts owed by group undertakings | 1,833,736 | 1,758,430
| Other debtors | 679,794 | 703,887
| Prepayments and accrued income | 267,083 | 247,365
| Tax recoverable | - | 21,319
| Deferred taxation | 229,141 | 61,217
|  | 5,185,365 | 6,166,446
| Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Page 25
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 222,753 | 82,257
| Amounts owed to group undertakings | 9,740,459 | 4,177,919
| Corporation tax | 245,848 | 98,785
| Other taxation and social security | 561,920 | 565,708
| Other creditors | 42,530 | 5,517,430
| Accruals and deferred income | 9,531,247 | 9,168,302
|  | 20,344,757 | 19,610,401
| Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand. Other creditors includes an amount owing of £0 (2025: £5,168,023) to the selling shareholders of H5P upon the acquired company meeting certain customer retention targets by the first anniversary date following the acquisition.
16. | Deferred taxation
|  | 2026 | 2025
|  | £ | £
| At beginning of year | 61,217 | 45,502
| Charged to the profit or loss | 167,924 | 15,715
| At end of year | 229,141 | 61,217
| The deferred tax asset is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fixed asset timing differences | 7,399 | 8,945
| Short term timing differences | 9,359 | 2,276
| Share option timing differences | 86,167 | 49,996
| Losses and other deductions | 126,216 | -
|  | 229,141 | 61,217
Page 26
D2L EUROPE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
17. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 20,854,500 (2025 - 20,854,500) Ordinary shares of £1.00 each | 20,854,500 | 20,854,500
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
18. | Reserves
Other reserves Other reserves have arisen from share-based payment charges. The shares over which the options were issued are that of the ultimate parent company. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses.
19. | Commitments under operating leases
| At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Not later than 1 year | 190,404 | 190,404
| Later than 1 year and not later than 5 years | - | 190,404
|  | 190,404 | 380,808
20. | Related party transactions
| The Company has taken advantage of the exemption contained in FRS102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
21. | Controlling party
The immediate parent undertaking is D2L Corporation. The smallest and largest group for which consolidated financial statements are drawn up is that headed by D2L Inc., a company incorporated in Canada whose registered office is 137 Glasgow Street, Suite 560, Kitchener, ON, Canada, N2G 4X8. Copies of the D2L Inc., consolidated financial statements can be obtained from https://ir.d2l.com/financials /quarterly -results/default.aspx. The ultimate controlling party is John Baker.
Page 27