The directors present the strategic report for the year ended 29 April 2025.
Learndirect Digital Holdings Limited and its subsidiary, Learndirect Digital Group Limited, were established in August 2020 to acquire the platform businesses Learndirect Limited, Stonebridge Associated Colleges Limited and subsidiaries.
The group provides online accredited educational courses to learners across a wide range of subjects through its well-established key brands. The group also provides digital marketing support and learner management platforms to the further education sector.
The Group 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.
In the reporting periods ending 30 April 2021 and 2022, the Group made three acquisitions, Animal Jobs Direct Limited, Teach and Travel Group Limited and SmileWisdom Limited.
Post April 2023, further acquisition investments were made between May and July 2023, the Group added Leap Academy Limited and The Training Room brand to boost existing learndirect offerings in fitness and well-being. In December 2023, the Group acquired AT&F Solutions Limited to develop more business-to-business opportunities through Health & Safety courses.
The Group's operations expose it to a variety of financial risks as discussed below.
Economic risk
The Group 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 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 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.
Credit risk
The Group 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 Group is exposed to price risk as a result of its competitive environment. Market prices are continually monitored and course prices are proactively managed to adhere to regulatory frameworks as well as mitigate risk to earnings.
During the year ended 29 April 2025, Group turnover was £27,913,172 (2024: £33,573,276). The operating loss was £4,513,881 (2024: £93,450). Loss after interest and tax was £6,918,021 (2024: £2,166,791).
Cash balances at 29 April 2025 were £1,896,393 (2024: £1,318,752).
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 Group 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 Group 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 results for the year are set out on page 10.
No ordinary dividends were paid.
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 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 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 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 Group’s ability to continue as a going concern.
In assessing the appropriateness of the going concern basis, the directors have closely monitored the Group’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 Group 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 Group were unable to continue as a going concern.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to groups entitled to the medium-sized companies exemption.
We have audited the financial statements of Learndirect Digital Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 April 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for 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 1.5 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 1.5, 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
Opinions 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 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.
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 group and parent 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 group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent 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 group and parent company financial statement disclosures. We reviewed the parent 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 parent 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.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
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.
Other matter - comparative information not audited
The corresponding figures for the year ended 30 April 2024 have not been audited. As a result, we are unable to and do not express an opinion or any other form of assurance on those corresponding figures. Our opinion on the financial statements for the year ended 29 April 2025 is not modified in respect of this matter.
Use of our report
This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The consolidated income statement has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,488,888 (2024 - £4,965,403 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Learndirect Digital Group Limited (“the company”) 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 group consists of Learndirect Digital Group Limited and all of its subsidiaries.
The principal activity of the Group during the year was the provision of adult education courses including tutoring, training support for courses, and the delivery of online and offline commercial courses. The principal activity of the Company during the year was that of a holding company.
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.
The 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 for parent company information presented within the consolidated financial statements:
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.
The consolidated group financial statements consist of the financial statements of the parent company Learndirect Digital Group Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 29 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis, which assumes that the Group 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”) 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 Group’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 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. 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 Group 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 4 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.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.
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 recognised in the income statement.
Depreciation is charged to administrative expenses in the Statement of Comprehensive Income.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. 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 group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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 group 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 group 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
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 income statement 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 group’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.
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 leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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. Across the Group the methodology for calculating the provision varies due to the differences in uncertainties in each group company.
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 1.6, course sales can be categorised as 4 distinctive deliverables, bundled into one product. The following judgements and estimates have therefore been applied in calculating the deferred revenue within the Group.
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 useful lives of intangible and tangible assets, including goodwill, is determined with reference to internal data, such as forecast revenue and expectations as well as past experience. Management assesses the recoverability of the carrying value of intangible assets annually, with reference to estimated future cash flows, discounted at a relevant interest rate over the estimated useful life of the assets.
Management assesses the recoverability of the carrying value of investments in subsidiaries at each reporting date. The assessment is performed with reference to the expected future cash flows and profitability of the underlying subsidiary undertakings, taking into account forecast trading performance and net asset values. As the investments principally relate to businesses acquired by the Group and are therefore linked to the goodwill arising on acquisition, the impairment review is dependent on the same key assumptions used in the assessment of goodwill. Any changes in these assumptions may impact the recoverable amount of the investments and result in an impairment charge.
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.
Pearltech Accrued Revenue write-back
During the year, the Board decided to write back previously recognised sales revenue on certain Pearltech division contracts, following impairment driven primarily by ESFA funding restrictions that constrained growth among the Group's Further Education College customers in the public sector. The total adjustment recognised in FY25 is £2,666,975, of which £922,252 relates to contracts and revenue originally recognised in FY24 (£591,050) and FY23 (£331,202).
Impairment of Intangible Assets
Management has assessed the recoverability of goodwill carried in respect of The Teach and Travel Group Limited at the reporting date. Following a challenging trading environment in South Africa — which accounts for approximately half of this division's sales — an impairment charge of £1,165,442 has been recognised, as disclosed in notes 12 and 13.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Directors’ remuneration and key management personnel compensation in respect of the services provided to the group were paid by the company’s ultimate parent undertaking, Learndirect Digital Holdings Limited. No amounts were therefore paid directly by the group headed by Learndirect Digital Group Limited to the directors or key management personnel during the year.
The group was recharged for these costs by Learndirect Digital Holdings Limited via management charges. The total amount of such charges recognised in the year is included within administrative expenses.
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Losses
The company has total unutilised losses carried forwards of £3,583,153 at 29 April 2025 (2024: £2,754,921) available to carry forwards to future accounting periods to offset taxable profits. This represents an unrecognised deferred tax asset of £895,788 (2024: £688,730) for which the recognition criteria has not been met.
The group has total unutilised losses carried forwards of £7,648,877 at 29 April 2025 (2024: £6,944,555) available to carry forwards to future accounting periods to offset taxable profits. This represents unrecognised deferred tax assets of £1,922,219 (2024: £1,746,139) for which the recognition criteria has not been met.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
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.
More information on impairment movements in the year is given in note 12.
Investment additions represent investment in Leap Academy Ltd and AT&F Solutions Limited which were acquired by the group in the financial year ended 30 April 2024.
Details of the company's subsidiaries at 29 April 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
During the year, Learndirect Digital Group Limited acquired the remaining shares held by non‑controlling interests in its subsidiary, Learndirect Digital HS Limited. At the beginning of the period, the company held an 83.0% interest in Learndirect Digital HS Limited, which increased to 100% following the completion of the transaction. As a result, the company’s indirect interest in AT & F Solutions Limited, a subsidiary of Learndirect Digital HS Limited, also increased to 100% from that date.
Certain subsidiary undertakings of the Company have taken the audit exemption available under section 479A of the Companies Act 2006 in respect of the financial year ended 29 April 2025. In accordance with section 479C of the Companies Act 2006, the Company has provided a guarantee over all outstanding liabilities as at the end of the financial year of each of these subsidiary undertakings.
The subsidiaries benefiting from this exemption are as follows:
Digital Monkey Media Limited, company registration number 10951587
Online Academies Limited, company registration number 11356960
Pearltech UK Limited, company registration number 09833975
Learndirect Digital HS Limited, company registration number 15311257
AT&F Solutions Limited, company registration number 03960367
SmileWisdom Limited, company registration number 10621593
Animaljobsdirect Limited, company registration number 05612792
The Teach and Travel Group Ltd, company registration number 07935847
Leap Academy Ltd, company registration number 13709339
For each subsidiary listed above, the Company has agreed to guarantee the liabilities of that subsidiary existing at the end of the financial year, until such time as they are satisfied in full. As a result of providing these guarantees, the subsidiaries are exempt from the requirement to have their financial statements audited for the financial year, pursuant to section 479A of the Companies Act 2006.
Group trade debtors are stated net of a provision of £14,287,843 (2024: £6,657,999).
Group
Included within other creditors are amounts totalling £278,933 (2024: £280,934) payable to Queens Park Equity Partners I LP (Guernsey), the group’s ultimate controlling party at the balance sheet date. See Note 28 for further information. 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.
Company
Included within other creditors are amounts totalling £78,933 (2024: £80,934) payable to Queens Park Equity Partners I LP (Guernsey), the company’s ultimate controlling party at the balance sheet date. See Note 28 for further information. 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.
Bank loans
Bank Loans comprise a Loan facility of £18,500,000 and Revolving Facility Commitment of £500,000 with Shawbrook Bank. The loan bears interest at 7.5% plus SONIA per annum. The facility had a termination date of August 2028 following a three year extension to the term in the refinancing exercise which took place in April 2025.
On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”). 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 following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Amounts payable to the fund at the year end were £27,046 (2024: £34,860).
The Company has one class of ordinary shares; each share carries one voting right but no right to fixed income.
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
The profit and loss account includes all current and prior period retained profits and losses.
The Group 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.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”). 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 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.
The financial effect of the above events cannot be reliably estimated at the date of approval of these financial statements.
The Group and Company is exempt from disclosing related party transactions undertaken with other wholly owned members of the Group that have been concluded under normal market conditions and are conducted at arm's length.
At 29 April 2025, £2,237,086 (2024: £3,932,030) was owed to Learndirect Digital Holdings Limited, the ultimate parent company at the balance sheet date, by members of the Group which are not wholly owned.
At 29 April 2025 £40,702 (2024: £5,773) was owed by Learndirect Digital Holdings Limited, the ultimate parent company at the balance sheet date, to members of the Group which are not wholly owned.
At 29 April 2025, £9,480,503 (2024: £9,713,045) was owed to Learndirect Digital Group Limited, the intermediate parent company at the balance sheet date, by members of the Group which are not wholly owned.
During the year ended 29 April 2025, Learndirect Digital Group Limited received management charges of £314,532 (2024: £764,901) from fellow Group Companies where a 100% parent/subsidiary relationship does not exist.