The directors present the strategic report for the year ended 29 April 2025.

The company provides online accredited educational courses to learners across a wide range of subjects through its well-established core faculties.

The company strategy is to grow its subject faculty range both organically and through acquisition, building on core foundations of high-quality educational support solutions, offering best-in-class online platforms, and by leveraging its strong relationships with awarding bodies.

The principal risks and uncertainties affecting company are outlined below:

Economic risk

The Company continues to monitor economic conditions and their potential impact on customer payment behaviour. A consistent bad debt provisioning policy is maintained, including full provision against non-moving accounts more than six months old.

Liquidity and refinancing risk

Management closely monitors available bank and other credit facilities on a regular basis to ensure the Group has sufficient funds to meet its obligations as they fall due. The Board receives regular debt management and cashflow forecasts which estimate the cash inflows and outflows over the next eighteen months, so management can ensure sufficient financing can be arranged as required.

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the immediate 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 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.

Credit Risk

The Company maintains a mix of payment options for customers, including pay-in-full and finance-based products through a range of funding partners. Credit risk is managed through customer deposits, a continued focus on cash collections at the point of sale, targeted marketing activities, selective growth in lower-risk B2B and corporate channels, and ongoing monitoring of customer payment performance and arrears trends.

Price Risk

The Company is exposed to price risk as a result of its operations. Market prices are continually monitored and course prices are proactively managed at both an operational and management level to mitigate risk to earnings.

During the year ended 29 April 2025, turnover was £23,301,552 (2024: £25,289,070). Operating loss was £605,589 (2024: profit 2,415,374) and loss after interest and tax was £666,932 (2024: profit £6,377,402).

Cash balances at 29 April 2025 were £1,405,180 (2024: £1,005,820).

The Directors continually monitor both financial and non-financial key performance indicators to assess the Group's performance, financial position and progress against its strategic objectives.

The company will continue to invest in strategic opportunities to grow and consolidate its position, serving learners and business partners at the forefront of online education.

The Company intends to continue to focus on balanced growth with improved cash generation, continued new course development and increasing the lifetime value of its learners.

On behalf of the board

The directors present their annual report and financial statements for the year ended 29 April 2025.

The principal activity of the company continued to be that of the provision of adult education courses including tutoring, training support for courses, and the delivery of online and offline commercial courses.

The results for the year are set out on page 10.

No ordinary dividends were paid (2024: £8,079,333).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As permitted by section 233 of the Companies Act 2006, the company has maintained Directors' and Officers' insurance for the benefit of its directors during the year. These provisions remain in force at the signing date and are aimed at providing financial assistance should senior members of the business require legal costs to be covered should a claim be made against them.

Saffery LLP were appointed as auditor to the group and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk management and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The financial statements have been prepared on a going concern basis.

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the immediate 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 Company by way of an increase in its Revolving Credit Facility (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.

Whilst the transaction has exchanged, completion remains subject to regulatory approval, the timing of which is outside of Management’s control. 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.

In assessing the appropriateness of the going concern basis, the directors have closely monitored the Company’s liquidity position, including the preparation of detailed daily cash flow forecasts and ongoing review of working capital requirements. Having considered these factors, the directors have a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis and do not include any adjustments that would arise if the Company were unable to continue as a going concern.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.

The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.

The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are 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 directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

We have audited the financial statements of Learndirect Limited (the 'company') for the year ended 29 April 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and 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 29 April 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 UK, including the FRC’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.

Material uncertainty related to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

We draw attention to note 1.3 in the financial statements, which indicates that the Group experienced a default under its bank facility agreement which resulted in the appointment of Fixed Charge Receivers (“the Receivers”) over the shares of Learndirect Digital Group Limited (“LDDG”). As stated in note 1.3, a refinancing package has been agreed with Shawbrook Bank (“Shawbrook”), and a waiver has been obtained from Shawbrook pending completion of the proposed transaction, which remains subject to regulatory approval from the Financial Conduct Authority. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors 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 directors are 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Learndirect 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 education courses including tutoring, training support for courses, and the delivery of online and offline 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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Learndirect Limited is a wholly owned subsidiary of its immediate parent company Learndirect Digital Group Limited and the results of Learndirect Limited are included in the consolidated financial statements of Learndirect Digital Group Limited 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 company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements have been prepared on a going concern basis, which 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 immediate 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 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 delivery to customers based on assignment submission.

Goodwill arising on the acquisition of unincorporated businesses represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

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.

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

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

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

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

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

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

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

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

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors, 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

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

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

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

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

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

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

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

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.

All turnover arose within the United Kingdom.

Meta Pixel issue

During the year, the Group's paid social advertising was affected by a third-party platform data and account-categorisation issue affecting Meta (Facebook/Instagram) campaigns between October 2024 and February 2025, which impaired conversion tracking and reduced advertising efficiency. Based on cost-per-acquisition relative to a pre-issue baseline, the resulting incremental marketing cost is estimated at £883,378.

The audit of the Company's financial statements is conducted as part of the Group audit and the associated fees are borne by the Group.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

The company has total utilised losses of £3,844,291 at 30 April 2025 (2024: £3,595,231) available to carry forwards to future accounting periods to offset taxable profits. This represents an unrecognised deferred tax asset of £961,073 (2024: £898,808) for which the recognition criteria has not been met.

During the year, a number of assets have been transferred between classes to better reflect their classification in the financial statements. There has been no change to the overall value of intangible assets as a result of the transfer.

Details of the company's subsidiaries at 29 April 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Trade debtors are stated after provisions for impairment of £11,541,397 (2024: £4,702,606).

Included within other creditors are amounts totalling £200,000 (2024: £200,000) payable to Queens Park Equity Partners I LP (Guernsey), the company’s ultimate controlling party prior to the appointment of a receiver. The balances outstanding at the year end arise from transactions in the normal course of business and are unsecured, interest-free and repayable on demand.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

A liability of £14,448 (2024: £16,265) is included within other creditors at the balance sheet date in respect of unpaid pension contributions.

The Company has one class of ordinary shares; each share carries one voting right but no right to fixed income.

Share premium account

This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.

Profit and loss reserves

This reserve represents the cumulative profits and losses of the company.

The Group, of which Learndirect 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.

HSBC UK Bank Plc holds a fixed charge over the cash deposits of the Company.

The operating lease commitments disclosure was included in the prior year financial statements for the year ended 30 April 2024 in error. The company does not have any operating lease agreements in the current or prior year. The rental agreements in place are licenses and these had previously been misclassified as operating leases. There has been no impact on the figures presented in these financial statements or equity following the correction of this disclosure.

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the immediate 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.

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, £1,191,009 (2024: £1,064,124) was owed by Learndirect 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.

At 29 April 2025, £200,000 (2024: £200,000) was owed to Queens Park Equity Partners I LP (Guernsey), the ultimate controlling party.

The immediate parent company of Learndirect Limited is Learndirect Digital Group Limited.

The ultimate parent company 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 immediate 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).