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REGISTERED NUMBER: 08391456 (England and Wales)















Audited Financial Statements for the Year Ended 31 December 2023

for

Humanlearning Ltd

Humanlearning Ltd (Registered number: 08391456)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Humanlearning Ltd

Company Information
for the Year Ended 31 December 2023







DIRECTORS: Ms A Khanna
Mr K Singhal
Mr C S Burke
Mr N B Blazquez
Mr M Sarkar





REGISTERED OFFICE: 20-22 Wenlock Road
London
N1 7GU





REGISTERED NUMBER: 08391456 (England and Wales)





AUDITORS: Haines Watts High Wycombe Limited
Oakingham House
Frederick Place
High Wycombe
Buckinghamshire
HP11 1JU

Humanlearning Ltd (Registered number: 08391456)

Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 1,630 1,630
Tangible assets 5 9,831 8,296
Investments 6 1,098 1,098
12,559 11,024

CURRENT ASSETS
Debtors 7 855,220 803,933
Prepayments and accrued income 230,574 51,322
Cash at bank 279,742 452,850
1,365,536 1,308,105
CREDITORS
Amounts falling due within one year 8 1,913,354 2,344,168
NET CURRENT LIABILITIES (547,818 ) (1,036,063 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(535,259

)

(1,025,039

)

CREDITORS
Amounts falling due after more than one year 9 939,178 1,034,235
NET LIABILITIES (1,474,437 ) (2,059,274 )

CAPITAL AND RESERVES
Called up share capital 148,180 111,790
Share premium 9,004,206 6,942,461
Convertible loan notes equity 1,025,428 1,275,351
Retained earnings (11,652,251 ) (10,388,876 )
SHAREHOLDERS' FUNDS (1,474,437 ) (2,059,274 )

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 25 September 2024 and were signed on its behalf by:




Mr K Singhal - Director


Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Humanlearning Ltd 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.

Going concern
The financial statements are prepared on the basis of going concern. The company is raising £4 million in the form of a loan with a 5-year maturity and £450,000 in equity as a new investment from a Venture Capital Investor. At the time of approving the financial statements, the directors have an expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

As at 31 December 2023, the company had net liabilities of £1,474,437 and made a loss of £1,775,205 before tax for the year. The directors are closely monitoring all aspects of the company's operations with an enhanced emphasis on its credit control procedures.

Turnover
Turnover represents net invoiced value of services provided, excluding value added tax, recognised in respect of services supplied during the year. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and turnover can be reliably measured.

Turnover from the rendering of services is recognised proportionately by reference to the performance of completion of the Service. The performance of completion of a contract is measured either under the completed contract method for non recurring contracts and proportionate completion method on a time elapsed basis.

There is a significant growth in turnover year on year.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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 - 33% on cost and 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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.


Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
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.

Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalized to the extent that the technical, commercial and financial feasibility can be demonstrated.

Foreign currencies
The financial statements are presented in the currency of the primary economic environment in which the entity operates. For the purpose of the financial statements, the results and financial position are presented in Sterling (£).

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are recognised in profit and loss in the period in which they arise.

Hire purchase and leasing commitments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

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.

Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
(i) Non-derivative financial assets

Company initially recognises loans and receivables on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the company becomes a party to the contractual provisions of the instrument.

Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset Any interest in transferred financial assets that is created or retained by the company is recognised as a separate asset or liability.

Company classifies non-derivative financial assets into the following categories: loans and receivables and cash and cash equivalents.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash and bank balances.

(ii) Non-derivative financial liabilities

All financial liabilities are recognised initially on the trade date, which is the date that the company becomes a party to the contractual provisions of the instrument.

Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

Company classifies non-derivative financial liabilities into the other financial liabilities' category. Such financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Other financial liabilities comprise employee benefits and trade and other payables.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legally enforceable right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.


Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued


Share premium

Share premium is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Non-redeemable convertible preference shares

Non-redeemable convertible preference shares are classified as ordinary share on initial recognition based on the rights attached to the shares. These are classified as other reserves on the balance sheet.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 35 (2022 - 40 ) .

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 January 2023
and 31 December 2023 1,630
NET BOOK VALUE
At 31 December 2023 1,630
At 31 December 2022 1,630

5. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2023 58,180
Additions 10,097
At 31 December 2023 68,277
DEPRECIATION
At 1 January 2023 49,884
Charge for year 8,562
At 31 December 2023 58,446
NET BOOK VALUE
At 31 December 2023 9,831
At 31 December 2022 8,296

Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 1,098
NET BOOK VALUE
At 31 December 2023 1,098
At 31 December 2022 1,098

Humanlearning Ltd owns Rs. 0.99 Lac (99.99%) of the share capital in Vyntelligence India Private Limited a company incorporated in India under the registration number U72900DL2019FTC357843. Total share capital is Rs. 100,000 and Reserves and Surplus Rs. 10,710,858 as on 31/12/2023 This company is registered at RZ-E-595,2nd Floor, Daani Plaza, Ramphal Chowk, Palam Extension, Sector-7, Dwarka New Delhi South West Delhi - 110075 Delhi - India. Vyntelligence India Private Limited provide services to Humanlearning Limited in relation to research and development.

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade debtors 328,616 252,567
Other debtors 526,604 551,366
855,220 803,933

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Convertible loan note - 1,159,015
Trade creditors 260,725 206,685
Social security and other taxes 367,344 193,857
VAT 31,091 45,829
Other creditors 19,111 13,747
Deferred income 545,200 570,530
Accrued expenses 292,911 154,505
Management deferred salary 396,972 -
1,913,354 2,344,168

Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Deferred income included above will be recognised fully within 12 months.

Liability component of convertible loan notes £0 (2022 - £1,159,015)

Equity component of convertible loan notes £0 (2022 - £249,922)

The Convertible loan notes issued in 2022 have all been converted into equity.

Convertible loan notes were convertible when the following conditions were satisfied, the earlier of, (1) one year from the date of issue (Maturity Date), (2) at the date of the next qualifying fundraising or (3) at the date of the event of default. These are not repayable in cash but convertible into preferred shares or stock issued in the qualifying fundraising. On the Maturity date, Company shall convert the Notes on the Maturity Date at par together with accrued interest up to (and including) that date and the Redemption Premium.

Interest on the convertible loan notes accrued at 6% per annum.

The net proceeds received from the issue of the convertible loan notes were split between the financial liability element and an equity component as per FRS 102.

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.23 31.12.22
£    £   
Convertible loan note 834,660 739,988
Management deferred salary 104,518 294,247
939,178 1,034,235

Liability component of convertible loan notes £834,660 (2022 - £739,998)

Equity component of convertible loan notes £1,025,428 (2022 - £1,025,428)

Convertible loan notes are convertible when the following conditions are satisfied, the earlier of, (1) five year from the date of issue (Maturity Date), (2) at the date of the next qualifying fundraising or (3) at the date of the event of default. These are not repayable in cash but convertible into preferred shares or stock issued in the qualifying fundraising. On the Maturity date, Company shall convert the Notes on the Maturity Date at par together with accrued interest up to (and including) that date and the Redemption Premium.

Interest on the convertible loan notes accrues at 6% per annum.

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component as per FRS 102.

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

The Report of the Auditors was unqualified.

Gary Heywood (Senior Statutory Auditor)
for and on behalf of Haines Watts High Wycombe Limited

Humanlearning Ltd (Registered number: 08391456)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

11. RELATED PARTY DISCLOSURES

Humanlearning Ltd owns 99.99% of the share capital in Vyntelligence India Private Limited a company incorporated in India under the registration number U72900DL2019FTC357843. During the year Humanlearning Ltd paid £325,805 (2022-£303,057) to Vyntelligence India Private Limited in relation to research and development expenses.

12. ULTIMATE CONTROLLING PARTY

The ultimate controlling party rests with the directors of the company.

13. SHARE BASED PAYMENTS





Particulars




Options
Weighted
average
exercise price
per share(in
GBP




)

Outstanding at the beginning of the year 2,928,279 0.01
Add: Granted during the year 238,500 -
Less: Exercised during the year (2,339,082 ) -
Less: Forfeited / lapsed during the year (234,345 ) -
Outstanding at the end of the year 593,352 0.01

The options outstanding at 31 December 2023 are exercisable if the option holder is still an employee at the maturity date. The exercise price as agreed with HMRC is £0.01 per option (2022 - £0.01). Each option has a maximum contractual life of 10 years.

The weighted average fair value of options outstanding at the year end was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the contractual length of the options. The expected life used in the model has been adjusted to reflect the weighted average expected life of options.

The inputs used in the Black-Scholes model were as follows: Weighted average share price: £0.01 (2022 - £0.01), weighted average exercise price £0.01 (2022 - £0.01), expected volatility 55% (2021 - 55%). Expected years 10 (2022 - 10) and risk-free rate of return 0.97% (2022 - 0.97%)

There has been no charge to the statement of profit and loss during the year as management consider the expense related to share based payments to be immaterial to the accounts.