REGISTERED NUMBER: 05494091 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023

FOR

LEARNINGMATE SOLUTIONS (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr S Sen

Mr M P Damniwala

REGISTERED OFFICE:

1 Doughty Street

London

WC1N 2PH

REGISTERED NUMBER:

05494091 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

FIXED ASSETS

Tangible assets

4

4,165

5,319

CURRENT ASSETS

Debtors

5

1,686,375

3,116,408

Cash at bank

490,458

1,721,101

2,176,833

4,837,509

CREDITORS

Amounts falling due within one year

6

1,711,335

4,830,252

NET CURRENT ASSETS

465,498

7,257

TOTAL ASSETS LESS CURRENT LIABILITIES

469,663

12,576

CAPITAL AND RESERVES

Called up share capital

7

1

1

Retained earnings

469,662

12,575

SHAREHOLDERS' FUNDS

469,663

12,576

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21st September 2023 and were signed on its behalf by:

Mr M P Damniwala - Director

1.	STATUTORY INFORMATION

LearningMate Solutions (UK) 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.

The company's place of business is at: Level 7-10, Techno Business Park, 74/II "C" Cross Road, MIDC, Andheri (East), Mumbai, India.

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.

Management has produced forecasts which have been reviewed by the directors. These forecasts demonstrate that the Company will have sufficient funds to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements.

As such, the directors are satisfied that the Company has adequate resources to continue to operate for the foreseeable future. For this reason, they continue to adopt the going concern basis for preparing these financial statements.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and that the revenue can be reliably measured. The following recognition criteria must also be met before turnover is recognised:

-

Turnover from time and material contracts are recognised as related services are performed.

-

Turnover from fixed price contracts are recognised in accordance with the percentage completion method.

-

Turnover from sale of third-party software are recognised when significant risks and rewards of ownership of the software are passed onto the buyer, which generally coincide with the installation of the software on the customers' servers.

Turnover is stated net of value-added tax.

Accrued income

Where a contract has only been partially completed at the balance sheet date, turnover includes the value of services provided to date based on a proportion of the total expected consideration at completion. The corresponding figure is shown as accrued income.

Deferred Income

Deferred Income represents billings in excess of turnover in case of ongoing fixed price and time and material contracts wherein amounts have been billed in accordance with the billing cycle and efforts to supply the service would be incurred subsequent to the year-end.

Tangible fixed assets

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

Plant and machinery etc

-

15% on reducing balance

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting

date.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2022 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1st April 2022

13,034

Additions

1,751

At 31st March 2023

14,785

DEPRECIATION

At 1st April 2022

7,715

Charge for year

2,905

At 31st March 2023

10,620

NET BOOK VALUE

At 31st March 2023

4,165

At 31st March 2022

5,319

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade debtors

984,781

2,437,726

Other debtors

701,594

678,682

1,686,375

3,116,408

Accrued income (included in other debtors) for the previous year, which was shown net of the corresponding subcontractor costs payable to the parent company, has been grossed up by £519,465. The net assets and profit after tax of the previous year remained unchanged.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

42,193

23,585

Amounts owed to group undertakings

430,162

3,558,837

Taxation and social security

502,117

544,602

Other creditors

736,863

703,228

1,711,335

4,830,252

Deferred income (included in other creditors) for the previous year, which was shown net of the corresponding subcontractor costs payable to the parent company, has been grossed up by £89,093. The net assets and profit after tax of the previous year remained unchanged.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

1

Ordinary

1

1

1

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Vimal Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

9.	OTHER FINANCIAL COMMITMENTS

The company had financial commitments arising from operating leases at the balance sheet date of £9,333 (2022: £2,745).

10.	RELATED PARTY DISCLOSURES

LearningMate Solutions Private Limited

Parent company.

2023

2022

£

£

Services provided by the related party

6,576,039

7,666,563

2023

2022

£

£

Amount due to related party at the balance sheet date

430,162

3,558,837

11.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent entity is Learningmate Solutions Private Limited, a company incorporated and registered in India. The immediate parent entity's registered office address is 74 Techno Business Park, Level 7-10, 74/II, "C" Cross Road, MIDC, Andheri (East), Mumbai 400 093, India.

The parent entity of the largest group within which the immediate parent entity belongs is SPI Global Content Holding Pte Ltd, a company incorporated in Singapore.

As from 20th August 2021, the ultimate parent entity is Baring Asia Private Equity Fund VII, registered in Hong Kong.