REGISTERED NUMBER: 04561709 (England and Wales)

Unaudited Financial Statements

for the Period 1 April 2024 to 30 September 2025

for

E-Careers Limited

Page

Company Information

1

Chartered Accountants' Report

2

Balance Sheet

3

Notes to the Financial Statements

5

DIRECTORS:

J S Gandhum

V R Bhatt

REGISTERED OFFICE:

Unit 6 Waterside Drive

Langley

SL3 6EZ

REGISTERED NUMBER:

04561709 (England and Wales)

ACCOUNTANTS:

Three Kings Accounting Ltd

Suite 3

Dukes House

4-6 High Street

Windsor

Berkshire

SL4 1LD

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Statement of Comprehensive Income and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of E-Careers Limited for the period ended 30 September 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of E-Careers Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of E-Careers Limited and state those matters that we have agreed to state to the Board of Directors of E-Careers Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than E-Careers Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that E-Careers Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of E-Careers Limited. You consider that E-Careers Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of E-Careers Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Three Kings Accounting Ltd

Suite 3

Dukes House

4-6 High Street

Windsor

Berkshire

SL4 1LD

24 July 2026

FIXED ASSETS

Intangible assets

5

2,846,916

2,783,339

Tangible assets

6

23,851

36,125

Investments

7

814,850

205,094

3,685,617

3,024,558

CURRENT ASSETS

Stocks

28,896

27,145

Debtors

8

665,754

1,542,208

Cash at bank

11,725

61,042

706,375

1,630,395

CREDITORS

Amounts falling due within one year

9

2,141,531

1,803,436

NET CURRENT LIABILITIES

(1,435,156

)

(173,041

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,250,461

2,851,517

CREDITORS

Amounts falling due after more than one year

10

662,280

217,137

NET ASSETS

1,588,181

2,634,380

CAPITAL AND RESERVES

Called up share capital

13

115

116

Share premium

1,078,363

1,078,363

Share options reserve

221,279

187,517

Other reserves

(114,998

)

-

Retained earnings

403,422

1,368,384

SHAREHOLDERS' FUNDS

1,588,181

2,634,380

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 September 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 September 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 24 July 2026 and were signed on its behalf by:

V R Bhatt - Director

1.	STATUTORY INFORMATION

E-Careers 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 presentation currency of the financial statements is the Pound Sterling (£).

The principal activity of the Company was the provision of E- learning services.

The principal place of business is Unit 6 Waterside Drive, Langley, SL3 6EZ.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about E-Careers Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2019, is being amortised evenly over its estimated useful life of 10 years.

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.

Intangible assets are amortised evenly over 10 years.

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

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period 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 period 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.

Research and development

Expenditure on research and development is capitalised under development costs, within intangible assets, in the year in which it is incurred. After initial recognition, these are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation is recognised evenly over 10 years.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period 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.

Employee benefits

The fair value of the services received in respect to the grant of share options is amortised over the expected vesting period.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 28 (2024 - 34 ) .

5.	INTANGIBLE FIXED ASSETS

Development

Computer

Goodwill

costs

software

Totals

£

£

£

£

COST

At 1 April 2024

24,250

3,884,397

12,750

3,921,397

Additions

-

699,394

-

699,394

At 30 September 2025

24,250

4,583,791

12,750

4,620,791

AMORTISATION

At 1 April 2024

3,533

1,129,425

5,100

1,138,058

Amortisation for period

3,638

630,266

1,913

635,817

At 30 September 2025

7,171

1,759,691

7,013

1,773,875

NET BOOK VALUE

At 30 September 2025

17,079

2,824,100

5,737

2,846,916

At 31 March 2024

20,717

2,754,972

7,650

2,783,339

6.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 April 2024

18,060

104,437

122,497

Additions

-

1,970

1,970

At 30 September 2025

18,060

106,407

124,467

DEPRECIATION

At 1 April 2024

15,395

70,977

86,372

Charge for period

999

13,245

14,244

At 30 September 2025

16,394

84,222

100,616

NET BOOK VALUE

At 30 September 2025

1,666

22,185

23,851

At 31 March 2024

2,665

33,460

36,125

7.	FIXED ASSET INVESTMENTS

Shares in

group

Other

undertakings

investments

Totals

£

£

£

COST

At 1 April 2024

204,308

786

205,094

Additions

609,756

-

609,756

At 30 September 2025

814,064

786

814,850

NET BOOK VALUE

At 30 September 2025

814,064

786

814,850

At 31 March 2024

204,308

786

205,094

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

31.3.24

£

£

Trade debtors

112,793

249,607

Amounts owed by group undertakings

-

558,055

Other debtors

305,271

362,165

Directors' current accounts

183,392

47,158

Tax

-

275,000

Prepayments

64,298

50,223

665,754

1,542,208

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

31.3.24

£

£

Other loans

899,854

606,947

Trade creditors

597,016

535,388

Amounts owed to group undertakings

85,664

149,990

Social security and other taxes

274,099

364,692

Other creditors

281,148

128,583

Accruals and deferred income

-

7,594

Accrued expenses

3,750

10,242

2,141,531

1,803,436

Other loans include merchant cash advances (PayPal and Stripe), a loan from Reward Finance, a related party and credit cards. Credit card interest rates are variable. Other loans have the following interest rates and repayment dates:

Interest

Due

Rate

< 1 Year

£

PayPal Working Capital

14.88%

58,788

Stripe Capital (YouLend)

25%

137,901

Reward Finance

1.35% pm

587,141

The Reward Finance loan is secured by a charge on the assets of the company and was repaid in full in June 2026.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.9.25

31.3.24

£

£

Other loans - 1-2 years

100,000

-

Other loans - 2-5 years

215,137

217,137

Social security and other taxes

347,143

-

662,280

217,137

Other loans is comprised of loans from the following parties. These loans have the following interest rates and repayment dates:

Interest

Due

Due

Rate

1-2 Years

2-5 Years

£

£

H Gill

6%

100,000

-

Duflon Europe Limited

0%

-

215,137

-

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

30.9.25

31.3.24

£

£

Within one year

79,800

79,800

Between one and five years

-

79,800

79,800

159,600

12.	SECURED DEBTS

The following secured debts are included within creditors:

30.9.25

31.3.24

£

£

Secured Loan

587,141

316,736

Included within other loans are the following amounts:

The loan from Reward Finance is secured by a charge on the assets of the company:

Due in < 1 Year £587,141

The remainder of the other loans from various sources are unsecured on company assets and are due as follows:

Due < 1 Year £312,713

Due 1-2 Years £100,000

Due 2-5 Years £215,137

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.9.25

31.3.24

value:

£

£

11,421,641

Ordinary

.0000

1

115

116

14.	OTHER FINANCIAL COMMITMENTS

A bank loan taken out by Miltech Limited, a connected company, is secured by a fixed and floating charge over the Company's assets by National Westminster Bank Plc.

15.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following credits to a director subsisted during the period ended 30 September 2025 and the year ended 31 March 2024:

30.9.25

31.3.24

£

£

J S Gandhum

Balance outstanding at start of period

47,158

(483

)

Amounts advanced

250,765

81,607

Amounts repaid

(114,531

)

(33,966

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of period

183,392

47,158

The amounts shown represent a loan to Mr J S Gandhum, a director, included within debtors. The loan is unsecured, has no fixed repayment terms and is repayable on demand. Interest of £4,243 was charged during the period at the official rate of interest. The balance outstanding at 30 September 2025 was £183,392 (31 March 2024: £47,158).

16.	RELATED PARTY DISCLOSURES

Included in Other Loans is a loan from H Gill totalling £100,000 (2024: £100,000 a person connected to one of the shareholders). This loan is interest bearing at a rate of 6% per annum.

Included in Other Debtors at the Balance Sheet date was a balance of £31,144 (2024: £133,715) owed by Miltech Limited, a connected company.

During the period the Company incurred consultancy fees of £72,000 from Mrs I K Gandhum, a former director and a close family member of one of the directors. £14,100 was outstanding within trade creditors at the year end.

17.	ULTIMATE CONTROLLING PARTY

18.	SHARE-BASED PAYMENT TRANSACTIONS

On 14 June 2019, the Company established an Approved EMI Share Option Scheme to allow it to grant EMI options to assist in the recruitment and retention of employees.

An option holder may not exercise an option before the earlier of the following:

(a) an exit; or

(b) the ninth anniversary of the grant date.

Number of options

Exercise Price

Outstanding at 1 April 2024

2,173,311

£0.61

Forfeited during the year

65,000

Outstanding at 30 September 2025

2,238,311

The fair value of services received has been calculated at 30 September 2025 and is based on a external valuation of the Company carried out in December 2020. The full valuation has been discounted for options expected to be forfeited before the vesting date.

The total expense recognised as employee benefits in the profit and loss account in 2025 is £33,762 (2024: £22,508) and this amount is also carried forward in the share options reserve.