REGISTERED NUMBER: 05494091 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

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

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

FIXED ASSETS

Tangible assets

4

3,088

5,386

CURRENT ASSETS

Debtors

5

1,998,333

1,640,424

Cash at bank

751,967

609,293

2,750,300

2,249,717

CREDITORS

Amounts falling due within one year

6

2,092,663

1,649,491

NET CURRENT ASSETS

657,637

600,226

TOTAL ASSETS LESS CURRENT LIABILITIES

660,725

605,612

CAPITAL AND RESERVES

Called up share capital

7

1

1

Retained earnings

660,724

605,611

SHAREHOLDERS' FUNDS

660,725

605,612

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 19th September 2025 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.

Going concern

The directors have reviewed forecasts prepared at group level by management and considered the impact on the Company. As the Company's funding is closely integrated with those of the group and the directors have relied on the group forecasts in assessing the Company's ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements.

The Company has historically received financial support from its parent company, LearningMate Solutions Private Limited. Both the Company and the group are profitable, and, although no legally binding commitment has been obtained, the directors expect the parent company to continue to provide support as required

Having considered the group forecasts, the Company's financial position and the expectation of continuing group support, the directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.

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

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 13 (2024 - 12 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1st April 2024

18,212

Additions

1,300

At 31st March 2025

19,512

DEPRECIATION

At 1st April 2024

12,826

Charge for year

3,598

At 31st March 2025

16,424

NET BOOK VALUE

At 31st March 2025

3,088

At 31st March 2024

5,386

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

810,952

851,047

Amounts owed by group undertakings

94,056

209,813

Other debtors

1,093,325

579,564

1,998,333

1,640,424

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

22,552

7,251

Amounts owed to group undertakings

1,527,130

861,998

Taxation and social security

397,263

362,856

Other creditors

145,718

417,386

2,092,663

1,649,491

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

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 £3,225 (2024: £2,970).

10.	RELATED PARTY DISCLOSURES

LearningMate Solutions Private Limited

Parent company.

2025

2024

£

£

Services provided by the related party

6,343,981

6,047,905

Amount due to related party at the balance sheet date

1,457,212

814,165

LearningMate Solutions Inc

Fellow group undertaking

2025

2024

£

£

Amount due from related party at the balance sheet date

-

209,813

SPi Global Content Holding PTE Ltd

Fellow group undertaking

2025

2024

£

£

Management charges paid

23,240

6,767

Amount due to related party at the balance sheet date

10,351

6,767

SPi Global US Inc

Fellow group undertaking

2025

2024

£

£

Management charges paid

16,358

22,677

Management charges received

74,515

-

Amount due to related party at the balance sheet date

6,488

22,677

Amount due from related party at the balance sheet date

74,516

-

SPi Technologies Inc.

Fellow group undertaking

2025

2024

£

£

Management charges paid

31,716

44,225

Loan interest received during the year

3,721

11,600

Amount due to related party at the balance sheet date

47,357

14,781

Gramener Inc.

Fellow group undertaking

2025

2024

£

£

Management charges paid

19,537

-

Amount due from related party at the balance sheet date

19,537

-

SPi Technologies India Private Limited

Fellow group undertaking

2025

2024

£

£

Services provided by the related party

18,727

-

Amount due to related party at the balance sheet date

5,730

-

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.

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