Go1 UK Learning Limited - Limited company accounts 25.1

Page

Company Information

Strategic Report

Report of the Directors

Report of the Independent Auditors

Income Statement

Balance Sheet

Statement of Changes in Equity

Cash Flow Statement

Notes to the Cash Flow Statement

Notes to the Financial Statements

DIRECTORS:

A J Barnes

C Eigeland Gray

SECRETARY:

N Luchnikova

REGISTERED OFFICE:

39-45 Neal Street Level 3

London

WC2H 9QG

REGISTERED NUMBER:

11867333 (England and Wales)

SENIOR STATUTORY

AUDITOR:

Oliver Atkinson

AUDITORS:

Atkinsons

Chartered Accountants & Statutory Auditors

Palmeira Avenue Mansions

19 Church Road

Hove

East Sussex

BN3 2FA

The directors present their strategic report for the year ended 30 June 2025.

REVIEW OF BUSINESS

Go1 UK Learning Limited ("Go1 UK" or "the Company") is a leading provider of online learning and professional development solutions, offering a comprehensive content aggregation platform that enables businesses and individuals to access high-quality educational materials. During the financial year, the Company maintained its market presence, enhanced its technology infrastructure to improve service offerings and customer engagement, and fostered strategic partnerships to drive future growth.

PRINCIPAL RISKS AND UNCERTAINTIES

Go1 UK operates in a dynamic business environment and faces several risks, including:

- Market Competition: The online learning sector is highly competitive, with numerous players offering similar services. The Company mitigates this risk through continuous innovation and customer-focused strategies.

- Regulatory Compliance: Compliance with UK laws and international data protection regulations remains a priority. The Company has established stringent governance and compliance frameworks to address potential regulatory risks.

- Cybersecurity Threats: Given the increasing reliance on digital platforms, Go1 UK proactively invests in cybersecurity measures to safeguard customer data and maintain operational integrity.

- Macroeconomic Conditions: Economic downturns and shifts in consumer behavior may impact revenue. The Company continues to diversify its revenue streams and optimize cost structures to maintain resilience.

FUTURE PROSPECTS

Looking ahead, Go1 UK aims to strengthen its market position by focusing on:

- Acquiring new corporate customers while retaining existing clients.

- Expanding partnerships with key distribution partners.

- Enhancing platform capabilities through AI-driven personalization and analytics.

- Investing in research and development to continuously improve learning solutions.

KEY PERFORMANCE INDICATORS (KPIS)

To assess its progress, Go1 UK monitors key performance indicators, including revenue growth and profitability:

Revenue Growth

For the financial year ended 30 June 2025 (FY25), Go1 UK operated in an improving environment relative to FY 2024, resulting in revenue growth and an increase in profitability.

- Revenue for FY25 amounted to GBP 14.3 million, reflecting a 28% increase from GBP 11.2 million in FY24.

- The increase in revenue was primarily driven by strengthening and expanding relationships with distribution partners and an improving macroeconomic landscape.

Profitability Ratios

- The Company reported a net profit of GBP 1.0 million for FY25, reflecting a 131% increase from GBP 0.4 million in FY24.

- The upturn was primarily influenced by better revenue generation and strengthening partner relationships.

- Under the guidance of its parent company, Go1 UK will continue to monitor and implement initiatives to improve operational efficiency and profitability.

COMMITMENT TO FUTURE GROWTH

The Company remains committed to delivering high-quality learning solutions while maintaining financial stability and regulatory compliance. Its strategic focus on innovation, customer engagement, and operational excellence positions Go1 UK well for future growth and value creation.

ON BEHALF OF THE BOARD:

C Eigeland Gray - Director

3 November 2026

The directors present their report with the financial statements of the company for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing online training and education to corporate entities and private individuals.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025 (or for the previous year ended 30th June 2024).

RESEARCH AND DEVELOPMENT

The company's engineering, content management and product teams contribute to the development of the group's online learning platform. This work is performed on behalf of the group under an intercompany agreement with Go1 Pty Ltd, which compensates the company for the services provided. The company does not capitalise any development expenditure; development costs which qualify for capitalisation are recognised by Go1 Pty Ltd.

FUTURE DEVELOPMENTS

Future developments are included within the Strategic Report.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

A J Barnes

C Eigeland Gray

FINANCIAL RISK MANAGEMENT

The company's activities expose it to a number of financial risks, including price risk, credit risk, liquidity risk and cash flow risk. The company's financial risk management is overseen by the directors in conjunction with the group finance function of its parent undertaking. The company does not use derivative financial instruments and does not apply hedge accounting.

Price risk

The company is exposed to foreign exchange risk on transactions and balances denominated in currencies other than sterling, arising from sales to customers outside the United Kingdom and balances with group undertakings. Exchange differences are monitored by the group finance function. The company does not hedge its foreign currency exposures.

Credit risk

The company's principal financial assets are trade debtors, amounts owed by group undertakings and cash at bank. Credit risk on trade debtors is managed through credit assessment of new customers and partners, regular monitoring of debtor ageing and follow-up of overdue balances. An allowance for impairment is recognised based on the ageing of debtors and historical loss experience. Credit risk on amounts owed by group undertakings is considered low given the financial support provided by the parent undertaking. Cash balances are held with HSBC, Airwallex, SVB and Tipalti.

Liquidity risk

The company has net current liabilities at the balance sheet date and relies on the continued financial support of its parent undertaking. The parent undertaking has confirmed that it will not seek repayment of amounts owed by the company until the company is in a position to repay them in the normal course of business, and that it will continue to provide financial support for at least twelve months from the date of approval of these financial statements. Cash requirements are monitored through regular cash flow forecasting by the group finance function.

Cash flow risk

The company has no external interest-bearing borrowings, so its exposure to interest rate cash flow risk is limited. Its principal cash flow risk arises from movements in exchange rates affecting the sterling value of foreign currency receipts and payments, which is managed as described under price risk above.

DIRECTORS' INDEMNITY INSURANCE

Directors' liability and indemnity insurance was in force throughout the year to cover the directors' and officers of the company against actions brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Atkinsons, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C Eigeland Gray - Director

3 November 2026

Opinion

We have audited the financial statements of Go1 UK Learning Limited (the 'company') for the year ended

30 June 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating 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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness.

- Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.

- Enquiry with management around potential litigation and claims.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Oliver Atkinson (Senior Statutory Auditor)

for and on behalf of Atkinsons

Chartered Accountants & Statutory Auditors

Palmeira Avenue Mansions

19 Church Road

Hove

East Sussex

BN3 2FA

3 November 2026

TURNOVER

14,689,416

11,721,163

Administrative expenses

14,020,124

11,288,516

669,292

432,647

Other operating income

355,824

OPERATING PROFIT

1,025,116

432,647

Interest payable and similar expenses

33,058

3,437

PROFIT BEFORE TAXATION

992,058

429,210

Tax on profit

PROFIT FOR THE FINANCIAL

YEAR

992,058

429,210

FIXED ASSETS

Tangible assets

47,865

CURRENT ASSETS

Debtors

5,838,023

6,467,093

Cash at bank

987,278

715,328

6,825,301

7,182,421

CREDITORS

Amounts falling due within one year

11,374,214

12,838,476

NET CURRENT LIABILITIES

(4,548,913

)

(5,656,055

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(4,548,913

)

(5,608,190

)

CREDITORS

Amounts falling due after more than one

year

15,318

NET LIABILITIES

(4,548,913

)

(5,623,508

)

CAPITAL AND RESERVES

Called up share capital

100

Capital contribution reserve

210,519

127,983

Retained earnings

(4,759,532

)

(5,751,591

)

SHAREHOLDERS' FUNDS

(4,548,913

)

(5,623,508

)

The financial statements were approved by the Board of Directors and authorised for issue on 3 November 2026 and were signed on its behalf by:

C Eigeland Gray - Director

Called up

Capital

Retained

contribution

Total

capital

earnings

reserve

equity

Balance at 1 July 2023

100

(6,180,801

)

127,983

(6,052,718

)

Changes in equity

Profit for the year

429,210

Total comprehensive income

429,210

Balance at 30 June 2024

100

(5,751,591

)

127,983

(5,623,508

)

Changes in equity

Profit for the year

992,058

Total comprehensive income

992,058

Share-based payment capital contribution

82,536

Balance at 30 June 2025

100

(4,759,533

)

210,519

(4,548,914

)

Cash flows from operating activities

Cash generated from operations

305,008

598,839

Interest paid

(33,058

)

(3,437

)

Net cash from operating activities

271,950

595,402

Increase in cash and cash equivalents

271,950

595,402

Cash and cash equivalents at

beginning of year

715,328

119,926

Cash and cash equivalents at end of

year

987,278

715,328

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.6.25

30.6.24

as restated

Profit before taxation

992,058

429,210

Depreciation charges

47,865

56,115

Share based payment

82,536

Finance costs

33,058

3,437

1,155,517

488,762

Decrease in trade and other debtors

629,071

480,126

Decrease in trade and other creditors

(1,479,580

)

(370,049

)

Cash generated from operations

305,008

598,839

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025

30/6/25

1/7/24

Cash and cash equivalents

987,278

715,328

Year ended 30 June 2024

30/6/24

1/7/23

as restated

Cash and cash equivalents

715,328

119,926

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/24

Cash flow

At 30/6/25

Net cash

Cash at bank

715,328

271,950

987,278

715,328

271,950

987,278

Total

715,328

271,950

987,278

1.	STATUTORY INFORMATION

Go1 UK Learning Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The financial statements are presented in £ sterling, the functional currency, rounded to the nearest £1.

The following principal accounting policies have been applied:

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Management has not made any critical judgements that require further disclosure in the current financial statements.

Changes in accounting policies

During the year, the company changed its accounting policy for sales commissions and other incremental costs of obtaining customer contracts. Previously these costs were capitalised and released to profit or loss over the term of the related contracts. They are now recognised in profit or loss as incurred. The directors consider that the new policy provides reliable and more relevant information because it is consistent with the treatment generally adopted by UK entities reporting under FRS 102 and removes judgement over the recoverability of capitalised costs. The change has been applied retrospectively, and the comparative figures have been restated.

Turnover

Turnover represents amounts receivable for services provided, net of VAT and trade discounts.

Subscriptions to the Go1 online learning library are invoiced in advance and recognised on a straight-line basis over the period to which each invoice relates. Where sold through distribution partners, turnover is recognised gross and the partner’s share is included in commission payable. Implementation and other services are recognised as performed. Recharges to group undertakings, including a transfer pricing mark-up, are recognised in the period the related costs are incurred.

Amounts invoiced in advance are included in deferred income. Revenue earned but not yet invoiced is included in accrued income. Intercompany income arises from staff employed by the company on behalf of other group undertakings. Their employment costs are recharged, together with a mark-up, under the group’s transfer pricing agreement.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

over 3 years straight line

Office and computer equipment

over 3 years straight line

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

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 last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Operating leases (lessee)

Leases are classified as operating leases where substantially all the risks and rewards of ownership remain with the lessor. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the lease term, unless another systematic basis is more representative of the pattern of the company's benefit from use of the leased asset. Benefits received as lease incentives, such as rent-free periods, are recognised in profit or loss as a reduction in the rental expense on a straight-line basis over the lease term.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from and to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

Bad debts of £255,276 have been recognised during the year (2024 - £41,926).

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The company has unused tax losses of £4,875,771 at the year end (2024 - £6,010,499).

Research and development

Research and development expenditure is charged to profit or loss as incurred.

Foreign currencies

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Pensions

Defined contribution pension plan

The Company operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Going concern

The company has net current liabilities of £4,548,913 (2024: £5,656,055) and total net liabilities of £4,548,913 (2024: £5,623,508) at the balance sheet date. The company is dependent on the ongoing financial support of its ultimate parent entity, Go1 Global Inc, to continue to meet its financial obligations as and when they fall due.

Go1 Global Inc, is a US-incorporated entity with a successful track record of raising sufficient equity to loan the company sufficient funds for the purposes of meeting its financial obligations. The company has received a letter of support from Go1 Global Inc. that any amounts due to Go1 Global Inc, or the subsidiaries of Go1 Global Inc, will not be called upon within the next 12 months for repayment, or until such time as the company is in a financial position to be able to repay any amounts due in the normal course of business. Additionally, Go1 Global Inc, has confirmed that it will continue to provide an appropriate level of financial support to the company to ensure it remains able to meet its financial liabilities and obligations as they fall due for at least 12 months from the date of signing of these financial statements. On this basis, the directors consider it appropriate to prepare these financial statements on the going concern basis.

Commission costs

Sales commissions payable to employees and to distribution partners for obtaining or renewing customer contracts are recognised in profit or loss as an expense when they are incurred. Commissions earned but not paid at the reporting date are included within accruals.

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or 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. These 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, measured 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.

Deferred Income

Amounts invoiced to customers in advance of the provision of services are included within accruals and deferred income in creditors, and are released to turnover as the services are provided. For subscription arrangements, the income is released evenly over the subscription term. Services provided but not yet invoiced at the reporting date are included in prepayments and accrued income.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Impairment

Trade and other debtors are assessed for objective evidence of impairment at each reporting date. Debtors that are individually significant are assessed individually; other debtors are assessed collectively in groups with similar credit risk characteristics, by reference to their ageing and the company's historical loss experience. An impairment loss is recognised in profit or loss, measured as the difference between the carrying amount and the best estimate of the amount recoverable. If the amount of the impairment loss subsequently decreases as a result of an event occurring after the impairment was recognised, the reversal is recognised in profit or loss. Debtors are written off when there is no reasonable expectation of recovery.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

30.6.25

30.6.24

as restated

Provision of services

14,324,146

11,182,990

Intercompany income

365,270

538,173

14,689,416

11,721,163

An analysis of turnover by geographical market is given below:

30.6.25

30.6.24

as restated

North America

3,810,858

3,746,659

Europe, Middle East and Africa

10,672,813

7,018,208

Asia Pacific

205,745

822,755

Other

133,541

14,689,416

11,721,163

The Company has agreed to an intercompany distribution agreement with group entities. As a result, intercompany income includes £365,270 (2024: £538,173) relating to the provision of services rendered to Go1 Global and related subsidiaries.

4.	EMPLOYEES AND DIRECTORS

30.6.25

30.6.24

as restated

Wages and salaries

2,955,231

2,940,094

Social security costs

413,718

500,590

Other pension costs

54,250

83,497

3,423,199

3,524,181

The average number of employees during the year was as follows:

30.6.25

30.6.24

as restated

Cost of goods sold

General and administration

Research and development

Sales and marketing

30.6.25

30.6.24

as restated

Directors' remuneration

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

30.6.25

30.6.24

as restated

Depreciation - owned assets

36,235

56,115

Auditors' remuneration

27,440

28,200

Foreign exchange differences

(126,206

)

412,097

Rent

127,506

102,498

Research and development expenditure

579,137

572,259

INTEREST PAYABLE AND SIMILAR EXPENSES

30.6.25

30.6.24

as restated

Bank interest

3,437

Other interest

33,058

3,437

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2025 nor for the year ended 30 June 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

30.6.25

30.6.24

as restated

Profit before tax

992,058

429,210

Profit multiplied by the standard rate of corporation tax in the UK

of 25% (2024 - 25%)

248,015

107,303

Effects of:

Expenses not deductible for tax purposes

23,701

29,735

Depreciation in excess of capital allowances

11,966

14,029

Losses carried forward

(283,682

)

(151,067

)

Total tax charge

8.	PRIOR YEAR ADJUSTMENT

Change in accounting policy - commission costs

Sales commissions for obtaining customer contracts were previously capitalised and released over the contract term. They are now expensed as incurred, which the directors consider more relevant and consistent with general UK practice under FRS 102. The change has been applied retrospectively under Section 10 of FRS 102. There was no effect on periods before 1 July 2023.

Correction of error - accrued income

A journal posted in the year ended 30 June 2024 duplicated the reversal of an adjustment that had already been reversed. As a result, turnover for that year and accrued income at 30 June 2024 were both overstated by £197,875. The comparative figures have been restated. There was no effect on balances at 1 July 2023.

Correction of error - transfer pricing

The intercompany service charge for the year ended 30 June 2024 was not in line with the group’s transfer pricing policy, under which the company earns an operating margin of 4% on turnover. As a result, administrative expenses for that year and amounts owed to group undertakings at 30 June 2024 were both overstated by £1,471,524. The comparative figures have been restated. There was no effect on balances at 1 July 2023.

Effect on the year ended 30 June 2024

The profit for the year of £491, as previously reported, is restated to a profit of £429,210. This reflects the transfer pricing adjustment of £1,471,524, less commission costs now expensed of £844,931 and the accrued income error of £197,875.

At 30 June 2024, debtors are increased by £1,042,806 and amounts owed by group undertakings by £1,471,524. Net liabilities decrease from £6,052,226 to £5,623,508.

9.	TANGIBLE FIXED ASSETS

Office

Fixtures

and

computer

fittings

equipment

Totals

COST

At 1 July 2024

43,845

135,742

179,587

Disposals

(12,179

)

(12,179

)

Reclassification/transfer

549

At 30 June 2025

31,666

136,291

167,957

DEPRECIATION

At 1 July 2024

17,051

114,671

131,722

Charge for year

14,615

21,620

36,235

At 30 June 2025

31,666

136,291

167,957

NET BOOK VALUE

At 30 June 2025

At 30 June 2024

26,794

21,071

47,865

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

as restated

Trade debtors

1,852,632

1,938,032

Amounts owed by group undertakings

3,398,364

3,343,667

Other debtors

40,590

436,929

Prepayments and accrued income

546,437

748,465

5,838,023

6,467,093

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

as restated

Trade creditors

15,894

14,107

Amounts owed to group undertakings

3,768,265

6,344,452

Social security and other taxes

125,067

118,213

Other creditors

249,097

94,135

Accruals and deferred income

7,215,891

6,267,569

11,374,214

12,838,476

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN

ONE YEAR

30.6.25

30.6.24

as restated

Accruals and deferred income

15,318

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

30.6.25

30.6.24

as restated

Within one year

175,770

190,674

Between one and five years

107,140

306,899

282,910

497,573

The lease on the company's offices has an annual rent of £175,770 with the lease on one floor expiring in September 2026 and the other floor in June 2027.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.6.25

30.6.24

value:

as restated

100

Ordinary

£1

100

The Ordinary Shares of the company rank equally for voting purposes. On a show of hands each member shall have one vote and on a poll each member shall have one vote per share held. Each share ranks equally for any dividend declared. Each share ranks equally for any distribution made on a winding up. The shares are not redeemable.

15.

RESERVES

Other reserves represents a cumulative share based payment expense in respect of a stock option plan granted to designated employees. This scheme was operated by the parent entity, Apiom LLC inclusive of employees of GO1 UK Learning Limited. The scheme has therefore been accounted for in these financial statements as an equity settled share based payment to the extent the options were granted to employees of the company. The valuation method used for the fair value of these option at the date of grant was the Black Scholes Model. During the year, the total share based payment charge recognised in respect of these options was £82,536 (2024: £108,906).

16.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund during the year and amounted to £54,250 (2024: £83,497). There were no contributions payable to the fund at the balance sheet date (2024:

£nil).

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available in Financial Reporting Standard 102 "paragraph 33.1A" whereby it has not disclosed transactions and balances with entities which form part of the group headed by Go1 Global, Inc.

The Directors of the company are paid a base salary as employees of Go1 Pty Ltd. They are not paid a separate Directors Fee.

18.	POST BALANCE SHEET EVENTS

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

19.	ULTIMATE CONTROLLING PARTY

The immediate parent is Apiom LLC who is 100% owned by Go1 Global Inc. The registered office of Go1 Global Inc. is 548 Market St PMB 40720, San Francisco, CA 94104 and the group's consolidated accounts can be obtained at this address.

The immediate parent Apiom LLC changed its name from Apiom Inc during the year.