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REGISTERED NUMBER: 07192701 (England and Wales)















Report of the Director and

Financial Statements for the Year Ended 31 December 2021

for

MANHATTAN GMAT LIMITED

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Contents of the Financial Statements
for the Year Ended 31 December 2021










Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 4

Income Statement 7

Balance Sheet 8

Notes to the Financial Statements 9


MANHATTAN GMAT LIMITED

Company Information
for the Year Ended 31 December 2021







DIRECTOR: Mrs R V Dupont





REGISTERED OFFICE: Palace House
3 Cathedral Street
London
SE1 9DE





REGISTERED NUMBER: 07192701 (England and Wales)

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Report of the Director
for the Year Ended 31 December 2021


The director presents her report with the financial statements of the company for the year ended 31 December 2021.

CESSATION OF TRADING
The company ceased trading on 31 December 2020.

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
Mrs R V Dupont has held office during the whole of the period from 1 January 2021 to the date of this report.

Other changes in directors holding office are as follows:

Ms L Cook - resigned 13 August 2021

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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 director is 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 she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Knox Cropper LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.


MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Report of the Director
for the Year Ended 31 December 2021

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





Mrs R V Dupont - Director


3 August 2022

Report of the Independent Auditors to the Members of
Manhattan GMAT Limited


Opinion
We have audited the financial statements of Manhattan GMAT Limited (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Balance Sheet and 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 31 December 2021 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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.

Report of the Independent Auditors to the Members of
Manhattan GMAT Limited


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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has 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 Report of the Director.

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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Manhattan GMAT Limited


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:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006, and the Corporation Tax Act 2010.
• We understood how the Company is complying with those frameworks via communication with those charged with governance, together with the review of the Company's documented policies and procedures.
• We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. These included risks associated with Revenue Recognition, Management override of Controls and the increased incentive and pressure to commit fraud due to the Covid-19 environment, which were discussed and agreed by the audit team
• Our approach included agreeing the company's recognition of income to the terms of the underlying contract, the review of journal entries processed in the accounting records and the investigation of significant and unusual transactions identified from our review of the accounting records, and the review of government support scheme grants received to ensure they were not fraudulently claimed.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the reporting to the directors with respect to the application of the documented policies and procedures and review of the financial statements to ensure compliance with the reporting requirements of the Company.

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.




Stephen Anderson (Senior Statutory Auditor)
for and on behalf of Knox Cropper LLP
Chartered Accountants and Statutory Auditors
153 -155 London Road
Hemel Hempstead
Hertfordshire
HP3 9SQ

3 August 2022

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Income Statement
for the Year Ended 31 December 2021

2021 2020
Notes £    £   

TURNOVER - 134,066

Cost of sales - 248,575
GROSS LOSS - (114,509 )

Administrative expenses 1,609 5,688
OPERATING LOSS and
LOSS BEFORE TAXATION (1,609 ) (120,197 )

Tax on loss 4 (8,981 ) (13,857 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

7,372

(106,340

)

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Balance Sheet
31 December 2021

2021 2020
Notes £    £   
CURRENT ASSETS
Debtors 5 1,171,638 1,138,141

CREDITORS
Amounts falling due within one year 6 991,391 965,266
NET CURRENT ASSETS 180,247 172,875
TOTAL ASSETS LESS CURRENT
LIABILITIES

180,247

172,875

CAPITAL AND RESERVES
Called up share capital 7 1 1
Retained earnings 8 180,246 172,874
SHAREHOLDERS' FUNDS 180,247 172,875

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

The financial statements were approved by the director and authorised for issue on 3 August 2022 and were signed by:





Mrs R V Dupont - Director


MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Notes to the Financial Statements
for the Year Ended 31 December 2021


1. STATUTORY INFORMATION

Manhattan GMAT 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
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover represents amounts receivable for services provided, excluding VAT.

Going concern
As given in note 9, the company is winding up its affairs in an orderly fashion and will cease all activity in the foreseeable future.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2020 - 5 ).

4. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2021 2020
£    £   
Current tax:
UK corporation tax (8,981 ) (13,857 )
Tax on loss (8,981 ) (13,857 )

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2021 2020
£    £   
Amounts owed by group undertakings 1,170,013 1,137,863
Other debtors 1,625 278
1,171,638 1,138,141

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2021


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2021 2020
£    £   
Amounts owed to group undertakings 989,891 989,891
Taxation and social security - (24,625 )
Other creditors 1,500 -
991,391 965,266

7. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 2021 2020
value: £    £   
1 Ordinary shares £1 1 1

8. RESERVES
Retained
earnings
£   

At 1 January 2021 172,874
Profit for the year 7,372
At 31 December 2021 180,246

9. POST BALANCE SHEET EVENTS

Close of Business
During 2020 the decision has been made to close the Manhattan GMAT Limited operation in the UK. Manhattan GMAT Limited offers educational products to customers in the UK pursuing opportunities in the UK and the United States. During recent years, the company has seen year on year decline in interest from customers in in-person classes and tutoring. This was further exacerbated by the COVID-19 pandemic in which in-person instruction ceased. Moreover, the parent operating company - Kaplan Test Prep - has been merged with two other North American-based Kaplan organisations to form Kaplan North America, where the primary focus is to develop offerings for the North American market. As a result Manhattan GMAT Limited was both no longer financially sustainable nor strategically aligned with the goals of Kaplan North America. The company is therefore winding up its operations and will be closing the business.

MANHATTAN GMAT LIMITED (REGISTERED NUMBER: 07192701)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2021


10. ULTIMATE PARENT PARTY

At the balance sheet date, the immediate parent was Kaplan U.K Limited, a company registered in the UK. The ultimate controlling party was Graham Holdings Co, a company registered on the New York Stock Exchange.

Kaplan U.K Limited prepares group financial statements and copies can be obtained from Palace House, 3 Cathedral Street, London, England, SE1 9DE