REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
GREAT SOFTWARE LABORATORY UK LIMITED |
REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
GREAT SOFTWARE LABORATORY UK LIMITED |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Profit and loss account | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
GREAT SOFTWARE LABORATORY UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Ground Floor |
Hygeia Building |
66-68 College Road |
Harrow |
Middlesex |
HA1 1BE |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their report with the financial statements of the company for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of software development. |
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 |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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 directors are 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 each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, KNAV Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
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: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREAT SOFTWARE LABORATORY UK LIMITED |
Opinion |
We have audited the financial statements of Great Software Laboratory UK Limited (the 'company') for the year ended 31 March 2024 which comprise the Profit and loss account, Balance Sheet, Statement of Changes in Equity 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 March 2024 and of its loss 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report. |
Emphasis of matter |
We draw attention to Note 10 of the financial statements, which describes the Company's transfer pricing arrangement with its parent entity, GAVS Technologies Private Limited. The Company currently maintains lower percentage of transfer pricing, which is insufficient to cover its administrative expenses. HMRC may view the transfer pricing margin as low, resulting in potential taxes which currently cannot be quantified. |
Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 |
GREAT SOFTWARE LABORATORY UK 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors 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 Directors. |
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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were 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 Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREAT SOFTWARE LABORATORY UK 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 design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud and error. |
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. The primary responsibility for prevention and detection of fraud rests with both those charged with governance of the entity and management. |
Based on our understanding of the Company and the industry, discussions with the management, we identified Companies Act 2006, Financial Reporting Standard 102 and UK taxation and legislation as having a direct effect on the amounts and disclosures in the financial statements. |
As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud. |
- enquiry of management about the Company's policies, procedures and related controls regarding compliance with the laws and regulations and if there are any known instances of non-compliance; |
- examining supporting documents for all material balances, transactions and disclosures; |
- review of the minutes of the meetings conducted by the Board of Directors; |
- enquiry of management of legal matters in the year and use of legal firms thereof; |
- evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions; |
- analytical procedures to verify unusual or unexpected relationships; |
- testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; and |
- review of accounting estimates for biases. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). |
The potential effects of inherent limitations are particularly significant in case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
GREAT SOFTWARE LABORATORY UK LIMITED |
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. |
for and on behalf of |
Ground Floor |
Hygeia Building |
66-68 College Road |
Harrow |
Middlesex |
HA1 1BE |
UAC: 2025-10-UK |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
PROFIT AND LOSS ACCOUNT |
FOR THE YEAR ENDED 31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING LOSS and |
LOSS BEFORE TAXATION | ( | ) | ( | ) |
Tax on loss |
LOSS FOR THE FINANCIAL YEAR | ( | ) | ( | ) |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
BALANCE SHEET |
31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( | ) | ( | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( | ) | ( | ) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Share premium |
Retained earnings | ( | ) | ( | ) |
SHAREHOLDERS' FUNDS | ( | ) | ( | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2022 | ( | ) | ( | ) |
Changes in equity |
Total comprehensive income | - | ( | ) | - | ( | ) |
Balance at 31 March 2023 | ( | ) | ( | ) |
Changes in equity |
Total comprehensive income | - | ( | ) | - | ( | ) |
Balance at 31 March 2024 | ( | ) | ( | ) |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | COMPANY INFORMATION |
Great Software Laboratory UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 8 Devonshire Square, London, England, EC2M 4YJ. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. |
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below: |
Going concern |
The company made losses for the year of £226,047 (2023: £64,470). The company had net liabilities of £478,096 (2023: £252,049) at the year end. Included in creditors at the year end is a balance of £864,570 (2023: £1,099,351) due to the parent company, GAVS Technologies Private Limited. The parent company has agreed not to call in its loan and to provide continued financial support for a period of at least one year from the date of approval of the financial statements. |
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. On the basis of the above, the directors consider it appropriate to prepare the financial statements on the going concern basis. |
Turnover |
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. |
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis: |
Computers | 3 years straight line |
The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to/from group undertakings. |
Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss if recognised in the statement of profit and loss account. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discounted rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. |
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
Foreign exchange |
Functional and presentation currency |
The Company's functional and presentational currency is British Pounds Sterling (£). |
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 and loss account. |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Employee benefits |
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. |
Retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
Leases |
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of the financial statements in conformity with FRS 102 section 1A requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. |
In preparing these financial statements, the directors have made following judgements: |
Key sources of estimation uncertainty |
Revenue is recognised based on agreed fixed monthly billing or time incurred in line with the contracts. At year end an estimate is made for unbilled revenue in line with the contract conditions. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
31.3.24 | 31.3.23 |
£ | £ |
Depreciation - owned assets |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
6. | TANGIBLE FIXED ASSETS |
Computer |
equipment |
£ |
COST |
At 1 April 2023 |
Additions |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Charge for year |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.24 | 31.3.23 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Prepayments and accrued income |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.24 | 31.3.23 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Accruals and deferred income |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
Ordinary shares | 1 | 94,254 | 94,254 |
GREAT SOFTWARE LABORATORY UK LIMITED (REGISTERED NUMBER: 11575339) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
10. | CONTINGENT LIABILITY |
The Company has a transfer pricing arrangement with its parent entity, GAVS Technologies Private Limited, which previously required the Company to maintain a lower transfer pricing margin. Though the gross margin at customer level was positive, this was insufficient to cover administrative expenses, resulting in cumulative losses since inception. |
Management recognises that HM Revenue and Customs could view the margin as a low transfer pricing margin, which may result in the imposition of taxes and penalties for prior years. To address this, the Company has increased the transfer pricing margin for the financial year 2024-25. |
While HM Revenue and Customs retains the right to review and potentially impose additional taxes or penalties for previous years, management considers the likelihood of such action to be low. The potential tax impact, if any, cannot be reliably quantified at the balance sheet date. |
11. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption available in FRS 102 Section 1A from disclosing related party transactions with wholly owned subsidiaries within the group. |
12. | POST BALANCE SHEET EVENTS |
On 4 January 2024, the Company entered into a loan agreement with its group company, GAVS Technologies N.A., Inc., for a total facility of $1.5 million. Under the terms of the agreement, loan disbursements will mature one year after the respective drawdown dates. |
On 29 January 2025, the Company received an initial disbursement of $1.0 million from the Lender. This event occurred after the balance sheet date and does not affect the financial position as of 31 March 2024. |
13. | PARENT AND ULTIMATE PARENT UNDERTAKING |
The Company's immediate parent company is GAVS Technologies Private Limited incorporated in India. The ultimate controlling party is Kedaara Capital III Limited, incorporated in Mauritius. |