Registration number:
Ubiq Education Limited
for the year ended 31 December 2025
Ubiq Education Limited
Contents
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Company Information |
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Director's Report |
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Accountants' Report |
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Statement of Financial Position |
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Notes to the Unaudited Financial Statements |
Ubiq Education Limited
Company Information
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Director |
Mr Daniel Clarke |
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Registered office |
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Ubiq Education Limited
Director's Report for the year ended 31 December 2025
The director presents his report and the financial statements for the year ended 31 December 2025.
Director of the company
The director who held office during the year was as follows:
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved and authorised by the
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Chartered
Accountants' Report to the
Director
on the Preparation of the Unaudited Statutory Accounts of
Ubiq Education Limited
for the
Year
Ended
31 December 2025
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Ubiq Education Limited for the year ended 31 December 2025 as set out on pages 4 to 17 from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/regulation.
This report is made solely to the Director of Ubiq Education Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Ubiq Education Limited and state those matters that we have agreed to state to the Director of Ubiq Education Limited, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Ubiq Education Limited and its Director for our work or for this report.
It is your duty to ensure that Ubiq Education Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of Ubiq Education Limited. You consider that Ubiq Education Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the accounts of Ubiq Education Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.
......................................
Chartered Accountants
3 Longbridge Road
Marsh Mills
Plymouth
Devon
PL6 8LT
Ubiq Education Limited
(Registration number: 12782127)
Statement of Financial Position as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
1,330 |
1,306 |
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Share premium reserve |
3,772,594 |
3,079,668 |
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Other reserves |
67,788 |
16,539 |
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Profit and loss account |
(2,398,549) |
(1,655,366) |
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Shareholders' funds |
1,443,163 |
1,442,147 |
For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Director's responsibilities:
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• |
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• |
The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
Approved and authorised by the
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Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Principal activity
The principal activity of the company is that of providing software publishing services.
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling which is the functional currency of the entity.
Going concern
The company received significant investment during the year ended 31 December 2024 and for the year ended 31 December 2025 remains in a solvent position.
Whilst the company is loss making, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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2 |
Accounting policies (continued) |
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the Company will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the reporting period can be measured reliably;
• the costs incurred and the costs to complete the contract can be measured reliably.
Research and development
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 probably 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 ranges from 3 to 6 years.
If it 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.
Interest income and finance costs
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instruments.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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2 |
Accounting policies (continued) |
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to the profit and loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. There are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measure immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Computer software |
7 years straight line |
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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2 |
Accounting policies (continued) |
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Depreciation method and rate for tangible assets |
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Asset class |
Depreciation method and rate |
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Office equipment |
4 years straight line |
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Computer equipment |
4 years straight line |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the reporting date.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the statement of financial position, bank overdrafts are shown within borrowing or current liabilities
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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2 |
Accounting policies (continued) |
Financial instruments
Recognition and measurement
A financial asset or a financial liability is recognised only 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors with the operating cycles fall into this category of financial instruments.
Impairment
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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2 |
Accounting policies (continued) |
Financial guarantee contracts
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of the financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate
method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of the business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. |
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
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Staff numbers |
The average number of persons employed by the company (including the director) during the year, was
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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Taxation |
Tax charged/(credited) in the statement of comprehensive income
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2025 |
2024 |
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Current taxation |
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UK corporation tax |
( |
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2025 |
2024 |
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
- |
- |
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Tax decrease from effect of adjustment in research and development tax credit |
( |
( |
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Total tax credit |
( |
( |
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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Tangible assets |
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Office equipment |
Computer equipment |
Total |
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Cost or valuation |
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At 1 January 2025 |
- |
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Additions |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
- |
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Charge for the year |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
- |
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Debtors |
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2025 |
2024 |
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Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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Prepayments |
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Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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Financial instruments |
Categorisation of financial instruments
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2025 |
2024 |
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2025 |
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Additions |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
2024 |
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Subsidiary undertakings |
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71-75 Shelton Street, London, WC2H 9JQ England |
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4600 140th Ave N Ste 180, Clearwater, Florida, 33762 USA |
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Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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Intangible assets |
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Computer Software |
Total |
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Cost or valuation |
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At 1 January 2025 |
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At 31 December 2025 |
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Amortisation |
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At 1 January 2025 |
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Amortisation charge |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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At 31 December 2024 |
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Reserves |
Profit and loss account:
This reserve records retained earnings and accumulated losses.
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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Taxation |
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2025 |
2024 |
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
- |
- |
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Tax decrease from effect of adjustment in research and development tax credit |
( |
( |
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Total tax credit |
( |
( |
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Creditors |
Creditors: amounts falling due within one year
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2025 |
2024 |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Share-based payments |
Scheme details and movements
The movements in the number of share options during the year were as follows:
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2025 |
2024 |
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Outstanding, start of period |
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- |
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Granted during the period |
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Outstanding, end of period |
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The movements in the weighted average exercise price of share options during the year were as follows:
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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14 |
Share-based payments (continued) |
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2025 |
2024 |
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Outstanding, start of period |
|
- |
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Granted during the period |
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Outstanding, end of period |
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2025 |
2024 |
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Option pricing model used |
Black Scholes |
Black Scholes |
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Average share price (pence) |
4,795 |
4,795 |
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Exercise price (pence) |
1,919 |
2,525 |
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Expected volatility |
55% |
55% |
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Expected dividend growth rate |
0% |
0% |
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Risk-free interest rate |
3.73% |
4.06% |
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|
2025 |
2024 |
|||
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Equity-settled schemes |
66,778 |
16,539 |
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66,778 |
16,539 |
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Related party transactions |
Summary of transactions with subsidiaries
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Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,330 |
|
1,306 |
Ubiq Education Limited
Notes to the Unaudited Financial Statements for the year ended 31 December 2025 (continued)
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16 |
Share capital (continued) |
During the year ended 31 December 2024 the company issued 12,206 Ordinary shares with the nominal value of £0.01 each. The company received £2,370,039 in consideration for these shares.
During the year ended 31 December 2025 the company issued 2,473 Ordinary Shares with the nominal value of £0.01 each. The company received £692,950 in consideration for these shares.