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| ACCOUNTS |
| FOR THE YEAR ENDED 31/03/2025 |
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| DIRECTORS |
| Mr Anish Philip |
| Mr Anantha Padmanabhan |
| Mr Rajkumar Manee |
| Mr Ramaseshan Kothandaraman |
| Mr Jay Prakash Sahal |
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| REGISTERED OFFICE |
| 1A Kingsburys Lane |
| Ringwood |
| Hampshire |
| BH24 1EL |
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| COMPANY DETAILS |
| Private company limited by shares registered in EW - England and Wales, registered number 4307327 |
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| BANKERS |
| DBS Bank Ltd, 12 Marina Boulevard, Singapore 018982 And Citibank NA, City Group Centre, Canada Square, Canary Wharf, London, E14 5LB |
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| ACCOUNTANTS |
| Sheikh Associates Limited |
| Accountants and Registered Auditors |
| Regus Business Centre |
| Cardinal Point, Park Road |
| Rickmansworth |
| Herts |
| WD3 1RE |
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| DIRECTORS' REPORT |
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| FOR THEYEARENDED31/03/2025 |
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| The directors present their report and accounts for theyearended31/03/2025 |
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| DIRECTORS |
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| The directors who served during theyearwere as follows: |
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| Mr Anish Philip |
| Mr Anantha PadmanabhanResigned 30/07/2024 |
| Mr Rajkumar Manee |
| Mr Ramaseshan KothandaramanResigned 10/10/2024 |
| Mr Jay Prakash Sahal Appointed 27/01/2025 |
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| AUDITORS |
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| During the period,Sheikh Associates Limited, Statutory Auditoracted as auditor to the company. A resolution to reappointSheikh Associates Limited, Statutory Auditorwill be put to the forthcoming Annual General Meeting. |
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| STATEMENT OF DIRECTORS RESPONSIBILITIES |
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| The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulation.
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| 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:
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| - Select suitable accounting policies and then apply them consistently;
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| - Make judgements and accounting estimates that are reasonable and prudent;
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| - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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| The directors are responsible for keeping adequate accounting records that 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. |
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| DISCLOSURE OF INFORMATION TO AUDITORS |
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| FOR THEYEARENDED31/03/2025 |
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| AUDITORS' REPORT |
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| INDEPENDENT AUDITORS REPORT TO THE MEMBERS OFMOVATE UK LIMITED |
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| We have audited the financial statements ofMovate UK Limited for the year ended31/03/2025which comprise a Profit and Loss Account, Balance Sheet and related notes. The financial reporting framework that has been applied in their preparation is the applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Small Entities). |
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| The 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other then the company and the company's members, as body, for audit work,for this report, or for the opinions we have formed.
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| RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS |
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| As explained more fully in the Directors' Responsibilities Statement of the Directors' report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors, including APB Ethical Standard - Provisions available for Small Entities (Revised). |
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| FOR THEYEARENDED31/03/2025 |
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| AUDITORS' REPORT |
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| SCOPE OF THE AUDIT |
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| An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. |
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| OPINION ON FINANCIAL STATEMENTS |
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| In our opinion the Financial Statements: give a true and fair view of the state of the company's affairs as at31/03/2025and of the company's loss for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Small Entities; and have been prepared in accordance with the requirements of the Companies Act 2006. |
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| OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 |
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| In our opinion the information given in the Directors' Report for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements. |
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| MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION |
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| 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. |
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| CONCLUSIONS RELATING TO GOING CONCERN |
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| 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.
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| FOR THEYEARENDED31/03/2025 |
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| AUDITORS' REPORT |
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| 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.
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| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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| OTHER INFORMATION |
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| The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.
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| We have nothing to report in this regard.
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| AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS |
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| 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 an auditor's report 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.
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| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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| THE EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES INCLUDING FRAUD |
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| FOR THEYEARENDED31/03/2025 |
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| AUDITORS' REPORT |
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| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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| • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
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| • we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
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| • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
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| • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
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| • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
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| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
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| • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
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| • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
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| To address the risk of fraud through management bias and override of controls, we:
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| • performed analytical procedures to identify any unusual or unexpected relationships;
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| • reviewed and tested journal entries to identify unusual transactions and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
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| • assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
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| FOR THEYEARENDED31/03/2025 |
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| AUDITORS' REPORT |
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| • investigated the rationale behind significant or unusual transactions.
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| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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| • reviewing and agreeing financial statement disclosures and testing to underlying supporting documentation;
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| • enquiring of management as to actual and potential litigation and claims; and
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| • reviewing correspondence with HMRC and bankers.
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| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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| A further description of our responsibilities is available on the Financial Reporting Council's website at: https:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
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| USE OF OUR REPORT |
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| This report is made solely to the company's member 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 member those matters we are required to state to them in an auditor's report 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 member for our audit work, for this report, or for the opinions we have formed. |
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| STATEMENT OF COMPREHENSIVE INCOME |
| FOR THEYEARENDED31/03/2025 |
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| | Notes | | 2025 | | 2024 |
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| TURNOVER | | | | 3,088,936 | | 3,364,861 |
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| Cost of sales | | | | (2,291,913) | | (2,124,443) |
| GROSS PROFIT | | | | 797,023 | | 1,240,418 |
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| Distribution costs and selling expenses | | | | (11,766) | | (2,211) |
| Administrative expenses | | | | (1,016,479) | | (591,517) |
| OPERATING (LOSS) / PROFIT | | | | (231,222) | | 646,690 |
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| Interest receivable and similar income | | | | 25,521 | | 9,135 |
| Interest payable and similar charges | | | | (27,195) | | (41,469) |
| (LOSS) / PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION | | 2 | | (232,896) | | 614,356 |
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| Tax on profit on ordinary activities | | 5 | | - | | (2,265) |
| (LOSS) / PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION | | | | (232,896) | | 612,091 |
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| 14. CONTROLLING PARTY |
| The company is a wholly owned subsidiary of Movate (Mauritius) Limited which is incorporated in Mauritius. The company has subsidiaries and other associated companies in the group as follows: |
| Drive Holdings ParentCo Ltd, Drive Holdings Bidco Pte. Ltd, Drive Midco Pte. Ltd, Partners Group Sapphire ( Mauritius ) Limited, Cybernet Software Systems Inc, Movate sp,z.o.o, Movate Technology Services (Dalian) Ltd, Movate Technologies Private Limited, Movate Sdn.Bhd (wound up in FY 2025), Movate Pte. Ltd., Movate Technologies Costa Rica Limitada, Movate Belgium, Movate Inc, Movate Phillipines,Inc. OnDemand Answers Inc,Career Horizons LLC, TSD Global Inc, TSD Global Phillipine Branch and Movate AI inc. The company is a 100% holding company of Movate Canada Inc incorporated in Canada, Movate Technologies S.R.L. incorporated in Romania, and Movate S.A.S, Incorporated in Colombia. The company also has branches in Portugal called Movate UK Limited - Sucursal EM Portugal and in Italy called Movate UK Limited. The company has taken advantage of the provisions contained in FRS 8. |
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