Company registration number 12761658 (England and Wales)
UPGRAD EDTECH UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
PAGES FOR FILING WITH REGISTRAR
UPGRAD EDTECH UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
UPGRAD EDTECH UK LIMITED
BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 1 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
4
8
465
Current assets
Debtors
5
868,441
759,634
Cash at bank and in hand
31,443
31,778
899,884
791,412
Creditors: amounts falling due within one year
6
(470,538)
(440,377)
Net current assets
429,346
351,035
Net assets
429,354
351,500
Capital and reserves
Called up share capital
8
1,598,000
1,598,000
Share-based payment reserve
250,344
174,640
Profit and loss reserves
(1,418,990)
(1,421,140)
Total equity
429,354
351,500

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 7 July 2026 and are signed on its behalf by:
Mayank Kumar
Director
Company registration number 12761658 (England and Wales)
UPGRAD EDTECH UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2024
1,598,000
137,825
(1,020,823)
715,002
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(400,317)
(400,317)
Other movements
-
36,815
-
36,815
Balance at 31 March 2025
1,598,000
174,640
(1,421,140)
351,500
Year ended 31 March 2026:
Profit and total comprehensive income
-
-
2,150
2,150
Other movements
-
75,704
-
75,704
Balance at 31 March 2026
1,598,000
250,344
(1,418,990)
429,354
UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
1
Accounting policies
Company information

Upgrad Edtech UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gorse Stacks House, George Street, Chester, England, CH1 3EQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

The financial statements have been prepared on a going concern basis. This is considered appropriate as the company has the continuing financial support of its parent company, and the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

1.4
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 bases:

Fixtures and fittings
straight line basis over 3-5 years

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.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Share-based payments
UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 6 -

The c ompany measures all stock-based compensation awards at fair value as of the grant date. The fair values of stock option containing performance-based vesting conditions are based on the fair value of the c ompany’s stock on the date of grant. The c ompany uses the Black-Scholes option pricing model to measure the fair value of stock option grants. The c ompany also estimates the exercise period based on its planned liquidity events and likelihood of exercise by option holders. For awards subject only to service-based vesting conditions, the c ompany recognizes stock-based compensation expense on a straight-line basis over the awards’ requisite service period. The c ompany accounts for forfeiture reversal based on historical trends of forfeiture and considers the same while estimating the cost for share options granted but not vested.

1.13
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 lease s asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (excluding directors) employed by the company during the year was:

2026
2025
Number
Number
Total
1
1
UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 7 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2025 and 31 March 2026
6,342
Depreciation and impairment
At 1 April 2025
5,877
Depreciation charged in the year
457
At 31 March 2026
6,334
Carrying amount
At 31 March 2026
8
At 31 March 2025
465
5
Debtors
2026
2025
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
759,400
Other debtors
868,441
234
868,441
759,634
6
Creditors: amounts falling due within one year
2026
2025
£
£
Trade creditors
-
0
385
Amounts owed to group undertakings
418,107
271,436
Taxation and social security
-
0
5,000
Other creditors
52,431
163,556
470,538
440,377
7
Share-based payment transactions

The company has not issued any share options. However employees of the company were part of the share option scheme of its Indian parent company, Upgrad Education Private Limited.

Total expenses of £75,704 related to equity settled share based payment transactions were recognised during the year.

UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
7
Share-based payment transactions
(Continued)
- 8 -
Number of share options
Weighted average exercise price
2026
2025
2026
2025
Number
Number
£
£
Outstanding at 1 April 2025 and 31 March 2026
8,353,158
36,558
0.21
49.46
Exercisable at 31 March 2026
6,859,025
29,257
0.21
43.43

The options outstanding at 31 March 2026 had an exercise price ranging from £0.00 to £0.33, and a remaining contractual life upto 0.5 years.

8
Called up share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
175,000
175,000
175,000
175,000
2026
2025
2026
2025
Preference share capital
Number
Number
£
£
Issued and fully paid
Optionally, convertible and redeemable preference shares of £1 each
1,423,000
1,423,000
1,423,000
1,423,000
Preference shares
1,423,000
1,423,000
Total equity share capital
1,598,000
1,598,000
9
Audit report information

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 Act 2006.

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

UPGRAD EDTECH UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
9
Audit report information
(Continued)
- 9 -
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 2026 and of its profit 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.

Senior Statutory Auditor:
Harsheel Dodhia
Statutory Auditor:
KLSA LLP
Date of audit report:
7 July 2026
10
Related party transactions
Transactions with related parties

The company has taken advantage of exemption, under the terms of Financial Reporting Stardard 102

"The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with parent company and wholly owned subsidiaries within the group.

11
Parent company

The parent company is Upgrad Education Private Limited, a company registered in India.

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