The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 29 April 2025 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Learndirect Smile Digital 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 is that of an intermediate holding company. However, the company has not traded during the year ended 29 April 2025 and is therefore dormant for the year.

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

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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.

Learndirect Smile Digital Limited is a subsidiary of its immediate parent company Learndirect Digital Group Limited and the results of Learndirect Smile Digital 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 ultimate parent company is Learndirect Digital Holdings Limited.

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

On 9 April 2026, Fixed Charge Receivers (“the Receivers”) were appointed over the shares of Learndirect Digital Group Limited (“LDDG”), the intermediate parent company. 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 statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

The company has not traded during the year or the preceding financial period. During this time, the company received no income and incurred no expenditure and therefore no Profit and loss account is presented in these financial statements.

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.

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

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

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

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

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

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

The Group, of which Learndirect Smile Digital Limited is a subsidiary, has granted security in favour of Shawbrook Bank Limited in connection with its financing arrangements. Security is provided under debentures dated 17 April 2026 and 29 May 2026, creating fixed and floating charges over substantially all of the Group’s assets.

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

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

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

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

At 29 April 2025, Learndirect Smile Digital Limited owed £867,686 (2024: £867,686) to members of the group headed by Learndirect Digital Holdings Limited.

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

SmileWisdom Limited, a company incorporated in England and Wales, is a wholly owned subsidiary of the company. Learndirect Smile Digital Limited 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.