The directors of the company have 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.

Stonebridge Associated Colleges Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, Wilson House, Lorne Park Road, Bournemouth, Dorset, England, BH1 1JN.

The principal activity of the company continued to be the provision of adult educational courses, including tutoring, training support for courses, on-site training and the delivery of online commercial courses.

The Company has changed its accounting reference date from 30 April 2025 to 29 April 2025 for commercial reasons. As the financial information presented for both the current and comparative periods relates to substantially the same period, and falls within the seven-day tolerance permitted by the Companies Act 2006, the figures are considered comparable. No adjustments have been made to the financial statements as a result of the change in accounting reference date.

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 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.

Stonebridge Associated Colleges Limited is a wholly owned subsidiary of its immediate parent company Learndirect Limited.

The ultimate parent company is Learndirect Digital Holdings Limited.

The results of Stonebridge Associated Colleges Limited are included in the consolidated financial statements of Learndirect Digital Group Limited, the intermediate parent company, which are available on Companies House. The registered address of Learndirect Digital Group Limited is 3rd Floor Wilson House, Lorne Park Road, Bournemouth, England, BH1 1JN.

The financial statements have been prepared on a going concern basis, which assumes that the trueCompany will continue in operational existence for the foreseeable future.

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the intermediate parent company following the Group experiencing a default under its bank facility agreement. The Receivers conducted a competitive open market sale process and on 28 August 2026 concluded a sale of the shares in LDDG, subject to regulatory approval from the Financial Conduct Authority. As a result, this indicates the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.

Throughout this period, LDDG has continued to work constructively with its main lender Shawbrook Bank (“Shawbrook”), which has included Shawbrook advancing additional funding to the Company by way of an increase in its RCF. LDDG has now agreed a refinancing package with Shawbrook, which will conclude simultaneously with the sale of its shares following receipt of regulatory approval. A waiver has been obtained from Shawbrook pending completion of the proposed transaction.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Turnover represents the value, net of value added tax and discounts, of adult educational courses including tutoring and training support provided to learners. Course sales can be categorised as four distinctive deliverables bundled into one product. As each element of the product has different deliverables, revenue associated with each element is recognised over a different time frame as the economic benefit is delivered to the customer. The four elements of a course product are;

1) Course immersion programme – Revenue is recognised in the month of the sale.

2) Access to the online material – Revenue is recognised over the period of the access to the

learning materials.

3) Awarding organisation benefit – Revenue is recognised on customer sign up.

4) Assessor / Tutor support – Revenue is recognised in line with the delivery to customers based on assignment submission.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, being the period of time the course content remains relevant, on the following bases:

Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.

During the year, the estimate of the useful life of software and website has been updated to 3 years. This update has been made prospectively in the financial statements as it constitutes a change in accounting estimate. The change in estimate has been made to make the accounting policies consistent with the policies adopted by the other companies within the group headed by Learndirect Digital Group Limited.

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.

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, 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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 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 bad debt provision is deemed to be a key estimate within the accounts and it is reflected in trade debtors.

The provision is based on whether learners are actively paying at the Statement of Financial Position date, stratified by ageing. This is reviewed against a bad debt provision model to ensure it is reasonable. The bad debt provision model considers the debtor ledger, balances where agreed payment plans are being actively adhered to and non-moving balances to establish the likely recoverability of debtors.

As disclosed in note 1.4, course sales can be categorised as four distinctive deliverables, bundled into one product. The following judgements and estimates have therefore been applied in calculating the deferred revenue within the company.

Course immersion programme – This has been valued based on a comparable market price, for which the course immersion programme can be separately purchased.

Access to the online material – The value of the access has been determined based on the costs associated with giving the access to learners, as a percentage of the costs of other deliverables.

Awarding organisation benefit - The proportion of revenue allocated is based on the cost incurred as a proportion of total costs of delivery.

Assessor / tutor support - This is delivered as the customer consumes the course and so is spread across a period of time. The proportion of revenue allocated is based on the cost incurred as a proportion of total costs of delivery. The period this has been deferred over is the average assessor support time across all courses sold in FY25 & FY24, which is 3 months.

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

Trade debtors are stated net of impairment provisions of £309,018 (2024: £462,860).

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 29 April 2025 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.

The Group, of which Stonebridge Associated Colleges Limited is a subsidiary, has granted security in favour of Shawbrook Bank Limited in connection with its financing arrangements. Security was initially provided under a debenture dated 12 August 2020, creating fixed and floating charges over substantially all of the Group’s assets. This has been amended and restated by supplemental debentures dated 9 April 2025, 17 April 2026 and 29 May 2026.

Accordingly, the Group’s borrowings are secured by an all-assets debenture.

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the intermediate parent company. The Receivers conducted a competitive open market sale process and on 28 August 2026 concluded a sale of the shares in LDDG, subject to regulatory approval from the Financial Conduct Authority.

Throughout this period, LDDG has continued to work constructively with its main lender Shawbrook Bank (“Shawbrook”), which has included Shawbrook advancing additional funding to the Group by way of an increase in its RCF. LDDG has now agreed a refinancing package with Shawbrook, which will conclude simultaneously with the sale of its shares following receipt of regulatory approval.

The financial effect of the above events cannot be reliably estimated at the date of approval of these financial statements.

At the balance sheet date, the company is a wholly owned indirect subsidiary of Learndirect Digital Holdings Limited, a company incorporated in England and Wales, and has taken advantage of the exemption available in Section 33 of FRS 102 in respect of related party disclosures that allows it not to disclose transactions with wholly owned group companies.

At 29 April 2025, £41,693 (2024: £23,431) was owed to Stonebridge Associated Colleges Limited relating to members of the group which are not wholly owned.

At 29 April 2025, £20,138 (2024: £17,558) was owed by Stonebridge Associated Colleges Limited relating to members of the group which are not wholly owned.

The amounts owed between group undertakings are unsecured, interest free and payable on demand.

The immediate parent company of Stonebridge Associated Colleges Limited is Learndirect Limited.

The ultimate parent company at the balance sheet date is Learndirect Digital Holdings Limited. The registered address of Learndirect Digital Holdings Limited is 3rd Floor Wilson House, Lorne Park Road, Bournemouth, England, BH1 1JN.

Following the appointment of Fixed Charge Receivers over the shares of Learndirect Digital Group Limited, the intermediate parent company, on 9 April 2026 and the subsequent agreement to sell those shares (subject to Financial Conduct Authority approval), the Directors do not consider there to be an identifiable ultimate controlling party at the date of approval of these financial statements.

Prior to the appointment of the Receiver, the ultimate controlling party was Queens Park Equity Partners I LP (Guernsey).