REGISTERED NUMBER: 08391456 (England and Wales)

Audited Financial Statements

for the Period 1 January 2024 to 31 March 2025

for

Humanlearning Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

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:

BK Plus Audit Limited

Oakingham House

Frederick Place

High Wycombe

Buckinghamshire

HP11 1JU

FIXED ASSETS

Intangible assets

4

1,630

1,630

Tangible assets

5

7,546

9,831

Investments

6

1,098

1,098

10,274

12,559

CURRENT ASSETS

Debtors

7

2,067,123

855,220

Prepayments and accrued income

182,941

230,574

Cash at bank

2,569,057

279,742

4,819,121

1,365,536

CREDITORS

Amounts falling due within one year

8

3,825,712

1,913,354

NET CURRENT ASSETS/(LIABILITIES)

993,409

(547,818

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,003,683

(535,259

)

CREDITORS

Amounts falling due after more than one year

9

4,326,219

939,178

NET LIABILITIES

(3,322,536

)

(1,474,437

)

CAPITAL AND RESERVES

Called up share capital

10

149,982

148,180

Share premium

9,452,404

9,004,206

Convertible loan notes equity

1,025,428

1,025,428

Retained earnings

(13,950,350

)

(11,652,251

)

SHAREHOLDERS' FUNDS

(3,322,536

)

(1,474,437

)

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 29 December 2025 and were signed on its behalf by:

Mr K Singhal - Director

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. While the revenue is growing year on year with frugal operations being maintained. The company is raising £22.5 million through the subscription of series B1 preference shares by various investors.

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 March 2025, the Group had net liabilities of £3,322,536 and made a loss of £2,814,897 before tax for the period. The directors are closely monitoring all aspects of the company's operations with an enhanced emphasis on its credit control procedures.

Critical accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, the directors have made judgements, estimates and assumptions that affect the amounts recognised in the financial statements. These judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The areas involving a higher degree of judgement or estimation are as follows:

Depreciation

Depreciation is provided to write off the cost of tangible fixed assets over their estimated useful lives. The useful lives and residual values of assets are reviewed annually and adjusted where necessary to reflect current circumstances and future expectations.

Amortisation

The carrying value of intangible assets is reviewed to ensure it does not exceed the recoverable amount. Amortisation rates are determined based on the expected pattern of economic benefits derived from the asset, and management reviews these estimates at each reporting date.

Bad debts

The recoverability of trade debtors is assessed on an ongoing basis. Provisions are made for debts where recovery is considered doubtful, based on past experience and the specific circumstances of individual customers.

Convertible loan notes

Convertible loan notes have been recognised initially at fair value, determined using an estimated internal rate of return (IRR) of 30%. Management has exercised judgement in determining an appropriate discount rate to reflect the risk profile of the instrument. The fair value of the liability and the associated equity component are reassessed at each reporting date to ensure they remain appropriate.

Turnover

Turnover from the provision of services is recognised when the outcome of the transaction can be estimated reliably and it is probable that the economic benefits associated with the transaction will flow to the company. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from services is recognised by reference to the stage of completion of the transaction at the balance sheet date, provided that all of the following conditions are satisfied:

- the amount of turnover can be measured reliably;

- it is probable that the company will receive the consideration due under the transaction;

- the stage of completion of the service and the related costs incurred, or to be incurred, can be measured reliably; and

- the company retains neither managerial involvement nor effective control over the service once it has been performed to the extent contractually required.

Where the outcome of a service transaction cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

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

Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

Deferred tax is recognised when income or expenses from a subsidiary or associate have been recognised, and will be assessed for tax in a future period, except where:

- the group is able to control the reversal of the timing difference; and

- it is probable that the timing difference will not reverse in the foreseeable future.

A deferred tax liability or asset is recognised for the additional tax that will be paid or avoided in respect of assets and liabilities that are recognised in a business combination. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.

Deferred tax is calculated using the tax rates and laws that that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors.

Deferred tax assets and deferred tax liabilities are offset only if:

- the group has a legally enforceable right to set off current tax assets against current tax liabilities, and

- the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously.

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.

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.

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 partyto 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.

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.

Debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the income statement in other operating expenses.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 39 (2023 - 35 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 March 2025

1,630

NET BOOK VALUE

At 31 March 2025

1,630

At 31 December 2023

1,630

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

68,277

Additions

5,019

At 31 March 2025

73,296

DEPRECIATION

At 1 January 2024

58,446

Charge for period

7,304

At 31 March 2025

65,750

NET BOOK VALUE

At 31 March 2025

7,546

At 31 December 2023

9,831

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 March 2025

1,098

NET BOOK VALUE

At 31 March 2025

1,098

At 31 December 2023

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

31.3.25

31.12.23

£

£

Trade debtors

1,473,433

328,616

Other debtors

593,690

526,604

2,067,123

855,220

All the trade debtors are recoverable within 12 months.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.12.23

£

£

Convertible loan note

952,938

-

Trade creditors

430,266

260,725

Social security and other taxes

124,205

367,344

VAT

237,038

31,091

Other creditors

24,144

19,111

Deferred income

1,728,271

545,200

Accrued expenses

224,332

292,911

Management deferred salary

104,518

396,972

3,825,712

1,913,354

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

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.25

31.12.23

£

£

Other loans

4,326,219

-

Convertible loan note

-

834,660

Management deferred salary

-

104,518

4,326,219

939,178

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans

4,326,219

-

Liability component of convertible loan notes £nil (2023 - £834,660)

Equity component of convertible loan notes £1,025,428 (2023 - £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.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

31.3.25

31.12.23

value:

£

£

11,297,643

Share capital 1

1p

112,977

113,004

3,517,621

Share capital 2

1p

35,176

35,176

182,927

Share capital 3

1p

1,829

-

(31.12.23 - NIL)

149,982

148,180

11.	AUDIT REPORT INFORMATION

The Report of the Auditors was unqualified.

David Hynes (Senior Statutory Auditor)

for and on behalf of BK Plus Audit Limited

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with S444(5B) of the Companies House Act 2006.

The auditor's report is unqualified and included the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the period then ended;

- have been properly prepared in accordance with United Kingdon Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

12.	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 £520,591 (2023 - £325,805) to Vyntelligence India Private Limited in relation to research and development expenses.

13.	POST BALANCE SHEET EVENTS

In November 2025, the Company secured an equity investment of £22.5 million from new and existing shareholders. The funds raised will strengthen the Company's strategic growth initiatives and AI leadership. As the transaction occurred after the balance sheet date, the investment is considered a non-adjusting post balance sheet event, and no adjustments have been made to the financial statements as at 31 March 2025.

14.	ULTIMATE CONTROLLING PARTY

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

15.	SHARE BASED PAYMENTS

Particulars

Options

Weighted average exercise price per share(in GBP

)

Outstanding at the beginning of the year

593,352

0.01

Add: Granted during the year

747,170

-

Less: Exercised during the year

(nil

)

-

Less: Forfeited / lapsed during the year

(15,000

)

-

Outstanding at the end of the year

1,325,522

0.01

The options outstanding at 31 March 2025 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 (2023 - £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 (2023 - £0.01), weighted average exercise price £0.01 (2023 - £0.01), expected volatility 55% (2023 - 55%). Expected years 10 (2023 - 10) and risk-free rate of return 0.97% (2023 - 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.