NOMADIC_LEARNING_LIMITED - Accounts


Company registration number 08097513 (England and Wales)
NOMADIC LEARNING LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
NOMADIC LEARNING LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
NOMADIC LEARNING LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
$
$
$
$
Non-current assets
Intangible assets
4
634,866
526,281
Property, plant and equipment
5
-
0
2,993
634,866
529,274
Current assets
Trade and other receivables
8
1,790,175
1,143,148
Cash and cash equivalents
5,213
7,677
1,795,388
1,150,825
Current liabilities
9
(5,674,322)
(5,001,561)
Net current liabilities
(3,878,934)
(3,850,736)
Total assets less current liabilities
(3,244,068)
(3,321,462)
Non-current liabilities
10
(48,250)
(56,121)
Net liabilities
(3,292,318)
(3,377,583)
Equity
Called up share capital
11
17
17
Other reserves
143,495
143,495
Retained earnings
(3,435,830)
(3,521,095)
Total equity
(3,292,318)
(3,377,583)

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 December 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small 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.

NOMADIC LEARNING LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2021
31 December 2021
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 2 June 2023 and are signed on its behalf by:
T J G Sarchet
Director
Company Registration No. 08097513
NOMADIC LEARNING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
Notes
Share capital
Other reserves
Retained earnings
Total
$
$
$
$
Balance at 1 January 2020
17
143,495
(3,121,859)
(2,978,347)
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(399,236)
(399,236)
Balance at 31 December 2020
17
143,495
(3,521,095)
(3,377,583)
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
-
85,265
85,265
Balance at 31 December 2021
17
143,495
(3,435,830)
(3,292,318)
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 4 -
1
Accounting policies
Company information

Nomadic Learning Limited is a private company limited by shares incorporated in England and Wales. The registered office is 42 Durovernum Court, Old Dover Road, Canterbury, Kent, CT1 3DA.

1.1
Accounting convention

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 US dollars, 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 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The company meets its day to day working capital requirements through the provision of finance provided by its creditors.The directors have reviewed the position of the company and consider that the company will have sufficient funds available to enable it to continue to operate for the foreseeable future.The directors, therefore, consider it appropriate to prepare the financial statements on the going concern basis.true

1.3
Revenue

Revenue is recognised when the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.

1.4
Intangible fixed assets other than goodwill

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

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

Platform and content costs
straight line over 7 years
1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

Fixtures, fittings & equipment
straight line over 4 years

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

NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
1.6
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities 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 the income statement.

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.

1.7
Impairment of non-current assets

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

1.8
Cash and cash equivalents

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

1.9
Financial instruments

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 statement of financial position 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

Basic financial assets, which include trade and other receivables and cash and bank balances, 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.

Classification of financial liabilities

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.

NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.11
Equity instruments

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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.13
Retirement benefits

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

1.14
Share-based payments

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 7 -
1.15
Government grants

Government grants are recognised at the fair value of the asset receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into US dollar at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2021
2020
Number
Number
Total
6
5
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
4
Intangible fixed assets
Platform and content costs
$
Cost
At 1 January 2021
1,057,604
Additions
142,455
At 31 December 2021
1,200,059
Amortisation and impairment
At 1 January 2021
531,323
Amortisation charged for the year
33,870
At 31 December 2021
565,193
Carrying amount
At 31 December 2021
634,866
At 31 December 2020
526,281
5
Property, plant and equipment
Fixtures, fittings & equipment
$
Cost
At 1 January 2021
5,684
Disposals
(5,684)
At 31 December 2021
-
0
Depreciation and impairment
At 1 January 2021
2,691
Eliminated in respect of disposals
(2,691)
At 31 December 2021
-
0
Carrying amount
At 31 December 2021
-
0
At 31 December 2020
2,993
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2021 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Nomadic Learning Corporation
USA
Digital learning services
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
$
$
Nomadic Learning Corporation
(1,329,441)
195,952
7
Financial instruments
2021
2020
$
$
Carrying amount of financial liabilities
Measured at fair value through the income statement
Derivative liability relating to discount on convertible loan notes
856,828
856,828
8
Trade and other receivables
2021
2020
$
$
Amounts falling due within one year:
Amounts owed by group undertakings
1,740,951
1,118,034
Other receivables
49,224
20,285
Prepayments and accrued income
-
0
4,829
1,790,175
1,143,148

The amount due from Nomadic Learning Corporation is provided interest free, is unsecured and repayable on demand.

NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 10 -
9
Current liabilities
2021
2020
as restated
Notes
$
$
Convertible loans
2,885,064
2,885,064
Bank loan
13,009
6,832
Trade payables
21,986
25,374
Taxation and social security
13,724
14,121
Derivative liability relating to discount on convertible loan notes
856,828
856,828
Other payables
496,096
-
0
Accruals
1,387,615
1,213,342
5,674,322
5,001,561
10
Non-current liabilities
2021
2020
$
$
Bank loan
48,250
56,121
11
Called up share capital
2021
2020
$
$
Ordinary share capital
Issued and fully paid
5,405,000 ordinary shares of 0.0002 each
17
17
12
Share-based payment transactions
The company has granted options to employees of its subsidiary to subscribe for ordinary shares in the company.  A summary of the principal terms and conditions of all options that existing during the year is as follows:
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
$
$
Outstanding at 1 January 2021 and 31 December 2021
328,677
328,677
0.68
0.68
Exercisable at 31 December 2021
328,677
328,677
0.68
0.68
NOMADIC LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 11 -
13
Related party transactions
Fees receivable from Nomadic Learning Corporation of $930,788 (2020 - $200,000).
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