REGISTERED NUMBER: 12202338 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2025

FOR

CAPSLOCK EDUCATION LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Ms L L Armitage

Dr A J Cullen

Mr A J Blake

Mr A J Headley

REGISTERED OFFICE:

Percy Westhead & Company

Hanover House

30-32 Charlotte Street

Manchester

M1 4FD

REGISTERED NUMBER:

12202338 (England and Wales)

ACCOUNTANTS:

Percy Westhead & Company

Chartered Accountants

Hanover House

30-32 Charlotte Street

Manchester

M1 4FD

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

7,278

10,534

7,278

10,534

CURRENT ASSETS

Debtors

6

879,464

894,153

Cash at bank

170,973

561,820

1,050,437

1,455,973

CREDITORS

Amounts falling due within one year

7

101,681

273,416

NET CURRENT ASSETS

948,756

1,182,557

TOTAL ASSETS LESS CURRENT LIABILITIES

956,034

1,193,091

CREDITORS

Amounts falling due after more than one year

8

(2,751

)

(13,093

)

PROVISIONS FOR LIABILITIES

(1,820

)

(2,634

)

NET ASSETS

951,463

1,177,364

CAPITAL AND RESERVES

Called up share capital

133

133

Share premium

714,674

714,674

Share option reserve

11,658

23,960

Retained earnings

224,998

438,597

951,463

1,177,364

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 14th September 2026 and were signed on its behalf by:

Mr A J Blake - Director

1.	STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Revenue from the provision of training courses is measured at the consideration receivable which equates to the invoiced amounts, excluding discounts, rebates, value added tax and other sales taxes.

Invoices for training courses provided are raised on the basis of contract terms which have been agreed by the customer. Revenue is recognised in the income account over the period of the associated course or at fair value when settlement is deferred and subject to future performance obligations (e.g. in the case of Future Earnings Agreements (FEAs) or Department for Education (DfE) funding). Fair value is calculated as the net present value of the outstanding contracts at the year end.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

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

Office equipment

-

25% on cost

Computer equipment

-

50% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Emi share option scheme

The company operates an EMI Share Option Scheme. The scheme provides for the purchase of shares in the company by eligible employees and is subject to vesting terms and holding conditions. The fair value is recognised over the vesting period. The amount of expense recognised takes into account the best available estimate of the number of equity instruments expected to vest under the service conditions underlying each option awarded. As a small company preparing accounts under FRS102 Section 1A no further disclosure is required.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2024 - 27 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1st January 2025

and 31st December 2025

6,627

AMORTISATION

At 1st January 2025

and 31st December 2025

6,627

NET BOOK VALUE

At 31st December 2025

-

At 31st December 2024

-

5.	TANGIBLE FIXED ASSETS

Office

Computer

equipment

equipment

Totals

£

£

£

COST

At 1st January 2025

6,550

27,943

34,493

Additions

-

5,644

5,644

At 31st December 2025

6,550

33,587

40,137

DEPRECIATION

At 1st January 2025

3,566

20,393

23,959

Charge for year

1,527

7,373

8,900

At 31st December 2025

5,093

27,766

32,859

NET BOOK VALUE

At 31st December 2025

1,457

5,821

7,278

At 31st December 2024

2,984

7,550

10,534

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

38,724

26,846

Other debtors

-

1,500

VAT

11,516

-

Called up share capital not paid

11,107

11,107

Prepayments and accrued income

818,117

854,700

879,464

894,153

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

9,820

9,820

Trade creditors

20,797

5,865

Corporation tax

-

52,474

Social security and other taxes

18,415

27,142

VAT

-

41,754

Other creditors

25,233

-

Accruals and deferred income

27,416

136,361

101,681

273,416

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

2,751

9,820

Bank loans - 2-5 years

-

3,273

2,751

13,093

9.	POST BALANCE SHEET EVENTS

On 12 June 2026, following the year end, the entire issued share capital of Capslock Education Ltd was acquired by Southampton Bidco Limited. As a result of the transaction, the company became a wholly owned subsidiary of Southampton Bidco Limited.

As the acquisition took place after 31 December 2025, it is a non-adjusting event after the reporting period and, accordingly, no adjustment has been made to the amounts recognised in these financial statements.