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Registered number: 12405113 (England and Wales)
ENGLISH LANGUAGE HOLDINGS LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ENGLISH LANGUAGE HOLDINGS LIMITED
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COMPANY INFORMATION
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ZEDRA Audit & Assurance (UK) Limited
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ENGLISH LANGUAGE HOLDINGS LIMITED
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CONTENTS
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Notes to the Financial Statements
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ENGLISH LANGUAGE HOLDINGS LIMITED
REGISTERED NUMBER:12405113
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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ENGLISH LANGUAGE HOLDINGS LIMITED
REGISTERED NUMBER:12405113
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
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 delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income 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:
The notes on pages 3 to 8 form part of these financial statements.
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
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Basis of preparation of financial statements
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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 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 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 2).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The Company is in a net asset position due to the investment held in its subsidiary. The Company continues to be supported by the parent company, Open Education Holdings LLC, who have provided written confirmation that they will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements. In preparing these financial statements, the director has considered the ability of Open Education Holdings LLC to provide the appropriate support. This consideration included a review of forward looking information, together with current performance and position. For this reason, the financial statements have been prepared on the going concern basis.
As noted in note 10, on 31 May 2025, the Company’s sole director and employee resigned from their position within the Company. Management is currently engaged in ongoing discussions regarding the strategic importance of the Company and whether it should continue trading or be wound down. As a result of these circumstances, a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern.
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
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.
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised 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 intercompany service agreement; and
∙the costs incurred under the intercompany service agreement can be measured reliably.
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group
undertakings are intercompany loans measured at cost. These loans are unsecured, interest free
and repayable on demand.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
Short-term creditors are measured at the transaction price.
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources
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The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and recorded amount of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Carrying value of investments
The director consider each year whether investments should be impaired. This requires judgement based on current financial and non-financial information in relation to the recoverability of the investments. The director has determined that there were no indicators of impairment for the Company's investment in its subsidiary in the current year based on a review of the performance of the subsidiary. This is a significant judgement based on the available information and may have a material impact on these financial statements.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified, though the auditor drew attention to note 1.3 to these accounts which indicates the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.
The audit report was signed on 4 September 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
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The average monthly number of employees, including directors, during the year was 1 (2024 - 2).
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Investments in subsidiary company
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following was a subsidiary undertaking of the Company:
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Ingilizce Ninjalari Internet Hizmetleri A.S.
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No: 3 Altintepe Mahallesi, Istasyon Yolu Sokak, Maltepe, Istanbul, 34858, Türkiye
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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ENGLISH LANGUAGE HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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774,670 (2024 - 774,670) Ordinary A shares of £0.01 each
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373,049 (2024 - 373,049) Ordinary B shares of £0.01 each
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169,895 (2024 - 169,895) Ordinary C shares of £0.01 each
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Share premium account
The consideration in excess of the nominal value of the shares issued of £7,996,191 has been recognised as share premium.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
Open Education Holdings, Inc., is the parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member. The registered office of the parent company is 2222 Ponce de Leon Boulevard, Suite 300, Coral Gables, Florida, 33134.
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Post balance sheet events
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On 31 May 2026, the Company’s sole director and employee resigned from their position within the Company. Management is currently engaged in ongoing discussions regarding the strategic importance of the Company and whether it should continue trading or be wound down. As a result of these circumstances, a material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern. This is an adjusting event.
On 30 June 2026, Open Education Holdings, Inc., the parent company, changed its legal form from a corporation to a limited liability company and was renamed Open Education Holdings, LLC. This is a non adjusting event.
There were no other adjusting or other non-adjusting events that occurred between the reporting date and the date on which these financial statements were approved.
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