Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-12-31192021-01-01falseThe development and sale of pre-primary education software32truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 09864212 2021-01-01 2021-12-31 09864212 2020-01-01 2020-12-31 09864212 2021-12-31 09864212 2020-12-31 09864212 c:Director1 2021-01-01 2021-12-31 09864212 d:OfficeEquipment 2021-01-01 2021-12-31 09864212 d:OfficeEquipment 2021-12-31 09864212 d:OfficeEquipment 2020-12-31 09864212 d:OfficeEquipment d:OwnedOrFreeholdAssets 2021-01-01 2021-12-31 09864212 d:CurrentFinancialInstruments 2021-12-31 09864212 d:CurrentFinancialInstruments 2020-12-31 09864212 d:Non-currentFinancialInstruments 2021-12-31 09864212 d:Non-currentFinancialInstruments 2020-12-31 09864212 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 09864212 d:CurrentFinancialInstruments d:WithinOneYear 2020-12-31 09864212 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 09864212 d:Non-currentFinancialInstruments d:AfterOneYear 2020-12-31 09864212 d:ShareCapital 2021-12-31 09864212 d:ShareCapital 2020-12-31 09864212 d:SharePremium 2021-12-31 09864212 d:SharePremium 2020-12-31 09864212 d:RetainedEarningsAccumulatedLosses 2021-12-31 09864212 d:RetainedEarningsAccumulatedLosses 2020-12-31 09864212 c:OrdinaryShareClass1 2021-01-01 2021-12-31 09864212 c:OrdinaryShareClass1 2021-12-31 09864212 c:OrdinaryShareClass1 2020-12-31 09864212 c:OrdinaryShareClass2 2021-01-01 2021-12-31 09864212 c:OrdinaryShareClass2 2021-12-31 09864212 c:OrdinaryShareClass3 2021-01-01 2021-12-31 09864212 c:OrdinaryShareClass3 2021-12-31 09864212 c:OrdinaryShareClass4 2021-01-01 2021-12-31 09864212 c:OrdinaryShareClass4 2021-12-31 09864212 c:FRS102 2021-01-01 2021-12-31 09864212 c:AuditExempt-NoAccountantsReport 2021-01-01 2021-12-31 09864212 c:FullAccounts 2021-01-01 2021-12-31 09864212 c:PrivateLimitedCompanyLtd 2021-01-01 2021-12-31 09864212 d:Subsidiary1 2021-01-01 2021-12-31 09864212 d:Subsidiary1 1 2021-01-01 2021-12-31 09864212 d:Subsidiary2 2021-01-01 2021-12-31 09864212 d:Subsidiary2 1 2021-01-01 2021-12-31 09864212 d:WithinOneYear 2021-12-31 09864212 d:WithinOneYear 2020-12-31 09864212 2 2021-01-01 2021-12-31 09864212 6 2021-01-01 2021-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 09864212









LINGUMI LTD







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2021

 
LINGUMI LTD
REGISTERED NUMBER: 09864212

BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

FIXED ASSETS
  

Tangible assets
 4 
20,024
28,975

Investments
 5 
200,944
241,836

  
220,968
270,811

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 6 
1,498,198
1,178,152

Cash at bank and in hand
  
1,115,205
1,680,072

  
2,613,403
2,858,224

Creditors: amounts falling due within one year
 7 
(1,294,270)
(297,635)

NET CURRENT ASSETS
  
 
 
1,319,133
 
 
2,560,589

TOTAL ASSETS LESS CURRENT LIABILITIES
  
1,540,101
2,831,400

Creditors: amounts falling due after more than one year
 8 
(444,090)
-

  

NET ASSETS
  
1,096,011
2,831,400


CAPITAL AND RESERVES
  

Called up share capital 
 9 
223
223

Share premium account
  
5,384,120
5,384,114

Profit and loss account
  
(4,288,332)
(2,552,937)

  
1,096,011
2,831,400


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

Page 1

 
LINGUMI LTD
REGISTERED NUMBER: 09864212
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2021

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:




T Mather
Director

Date: 1 September 2022

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


GENERAL INFORMATION

Lingumi Ltd is a private company limited by shares and incorporated in England and Wales. Its registered office address is 7 Bell Yard, London, WC2A 2JR.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

GOING CONCERN

The financial statements are prepared on the going concern basis on the assumption that the Company will continue to receive financial support from its shareholders and lenders to provide sufficient funds to enable it to meet its liabilities as they fall due.

 
2.3

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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. Non-monetary 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 Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 3

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

 
2.5

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.

 
2.6

RESEARCH AND DEVELOPMENT

Research and development expenditure is recognised in the Profit and Loss Account in the period in
which the expenditure is incurred.

 
2.7

OPERATING LEASES

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution 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.

Page 4

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.10

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.11

TANGIBLE FIXED ASSETS

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.

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.

Depreciation is provided on the following basis:

Office equipment
-
3 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 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.

 
2.12

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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.

 
2.14

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.

Page 5

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (CONTINUED)

 
2.15

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.


3.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 32 (2020 - 19).


4.


TANGIBLE FIXED ASSETS





Office equipment

£



COST OR VALUATION


At 1 January 2021
51,094


Additions
8,111



At 31 December 2021

59,205



DEPRECIATION


At 1 January 2021
22,119


Charge for the year on owned assets
17,062



At 31 December 2021

39,181



NET BOOK VALUE



At 31 December 2021
20,024



At 31 December 2020
28,975

Page 6

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

5.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2021
241,836


Disposals
(40,892)



At 31 December 2021
200,944





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

Lingumi SG Technology Pte Ltd
Singapore
100%
Lingumi Holding HK Ltd
Hong Kong
100%


6.


DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021
2020
£
£


Trade debtors
49,728
-

Amounts owed by group undertakings
1,190,560
875,521

Other debtors
231,513
276,456

Prepayments and accrued income
26,397
26,175

1,498,198
1,178,152


Page 7

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

7.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021
2020
£
£

Trade creditors
31,423
33,246

Other taxation and social security
34,038
58,516

Other creditors
40,336
14,953

Accruals and deferred income
324,824
190,920

Other loans
863,649
-

1,294,270
297,635


Other creditors include contributions of £3,239 (2020 - £5,650) payable to the Company's defined contribution pension scheme at the balance sheet date.
Included within other loans are £650,000 worth of convertible debt which will convert into shares in September 2022.  
Also included within other loans is a facility repayable over a 3 year period. Interest is charged at 10.95%.


8.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2021
2020
£
£

Other loans
444,090
-

444,090
-


Other loans comprise a facility repayable over a 3 year period. Interest is charged at 10.95%.

Page 8

 
LINGUMI LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

9.


SHARE CAPITAL

2021
2020
£
£
ALLOTTED, CALLED UP AND FULLY PAID



9,738,442 (2020 - 9,678,442) Ordinary shares of £0.00001 each
97
97
800,000 A Ordinary Shares shares of £0.00001 each
8
8
6,460,715  Seed Preference Shares shares of £0.00001 each
65
65
5,328,377  Series A Preference Shares shares of £0.00001 each
53
53

223

223

On 6 July 2021, 60,000 Ordinary shares of £0.00001 each were issued, the shares had an aggregate nominal value of £0.60. Total consideration of £6 was received in respect of the issue of these shares and £5.40 has been recorded in share premium.



10.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2021
2020
£
£


Not later than 1 year
99,700
148,500

99,700
148,500

 
Page 9