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REGISTERED NUMBER: 05494091 (England and Wales)















FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2024

FOR

LEARNINGMATE SOLUTIONS (UK) LIMITED

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2024










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


LEARNINGMATE SOLUTIONS (UK) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31ST MARCH 2024







DIRECTORS: Mr S Sen
Mr M P Damniwala
Mr A Rai





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

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

BALANCE SHEET
31ST MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 5,386 4,165

CURRENT ASSETS
Debtors 5 1,640,424 1,686,375
Cash at bank 609,293 490,458
2,249,717 2,176,833
CREDITORS
Amounts falling due within one year 6 1,649,491 1,711,335
NET CURRENT ASSETS 600,226 465,498
TOTAL ASSETS LESS CURRENT
LIABILITIES

605,612

469,663

CAPITAL AND RESERVES
Called up share capital 7 1 1
Retained earnings 8 605,611 469,662
SHAREHOLDERS' FUNDS 605,612 469,663

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 16th August 2024 and were signed on its behalf by:





Mr M P Damniwala - Director


LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2024


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.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.

The company does not have significant judgements, estimates and assumptions that have a significant effect on the carrying value of assets and liabilities of the Company as at the balance sheet date.

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


LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


2. ACCOUNTING POLICIES - continued
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 12 (2023 - 9 ) .

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1st April 2023 14,785
Additions 4,534
Disposals (1,107 )
At 31st March 2024 18,212
DEPRECIATION
At 1st April 2023 10,620
Charge for year 3,313
Eliminated on disposal (1,107 )
At 31st March 2024 12,826
NET BOOK VALUE
At 31st March 2024 5,386
At 31st March 2023 4,165

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 851,047 984,781
Amounts owed by group undertakings 209,813 -
Other debtors 579,564 701,594
1,640,424 1,686,375

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 7,251 42,193
Amounts owed to group undertakings 861,998 430,162
Taxation and social security 362,856 502,117
Other creditors 417,386 736,863
1,649,491 1,711,335

7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1 Ordinary 1 1 1

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


8. RESERVES
Retained
earnings
£   

At 1st April 2023 469,662
Profit for the year 135,949
At 31st March 2024 605,611

9. 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

10. OTHER FINANCIAL COMMITMENTS

The company had financial commitments arising from operating leases at the balance sheet date of £2,970 (2023: £9,333).

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


11. RELATED PARTY DISCLOSURES

LearningMate Solutions Private Limited
Parent company.

2024 2023
£ £
Services provided by the related party 6,047,905 6,576,039

Amount due to related party at the balance sheet date 814,165 430,162


LearningMate Solutions Inc
Fellow group undertaking

2024 2023
£ £
Amount due from related party at the balance sheet date 209,813 -


SPi Global Content Holding PTE Ltd
Fellow group undertaking

2024 2023
£ £
Management charges paid 6,767 -

Amount due to related party at the balance sheet date 6,767 -


SPi Global US Inc
Fellow group undertaking

2024 2023
£ £
Management charges paid 22,677 -

Amount due to related party at the balance sheet date 22,677 -


SPi Technologies Inc.
Fellow group undertaking

2024 2023
£ £
Management charges paid 44,225 -

Loan interest received during the year 11,600

Amount due to related party at the balance sheet date 14,781 -

12. 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.

LEARNINGMATE SOLUTIONS (UK) LIMITED (REGISTERED NUMBER: 05494091)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31ST MARCH 2024


13. 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.

The ultimate parent entity is Baring Asia Private Equity Fund VII, registered in Hong Kong.