IRIS Accounts Production v23.4.0.336 02337304 Board of Directors 1.1.23 31.12.23 31.12.23 9/4/2024 false true false false false true false Auditors Opinion Defined benefit pension plans iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh023373042022-12-31023373042023-12-31023373042023-01-012023-12-31023373042021-12-31023373042022-01-012022-12-31023373042022-12-3102337304ns15:EnglandWales2023-01-012023-12-3102337304ns14:PoundSterling2023-01-012023-12-3102337304ns10:Director12023-01-012023-12-3102337304ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3102337304ns10:SmallEntities2023-01-012023-12-3102337304ns10:Audited2023-01-012023-12-3102337304ns10:SmallCompaniesRegimeForDirectorsReport2023-01-012023-12-3102337304ns10:SmallCompaniesRegimeForAccounts2023-01-012023-12-3102337304ns10:FullAccounts2023-01-012023-12-310233730412023-01-012023-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2023-01-012023-12-3102337304ns10:Director22023-01-012023-12-3102337304ns10:RegisteredOffice2023-01-012023-12-3102337304ns5:CurrentFinancialInstruments2023-12-3102337304ns5:CurrentFinancialInstruments2022-12-3102337304ns5:Non-currentFinancialInstruments2023-12-3102337304ns5:Non-currentFinancialInstruments2022-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2023-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2022-12-3102337304ns5:ShareCapital2023-12-3102337304ns5:ShareCapital2022-12-3102337304ns5:SharePremium2023-12-3102337304ns5:SharePremium2022-12-3102337304ns5:RetainedEarningsAccumulatedLosses2023-12-3102337304ns5:RetainedEarningsAccumulatedLosses2022-12-3102337304ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3102337304ns5:ComputerSoftware2023-01-012023-12-3102337304ns5:NetGoodwill2022-12-3102337304ns5:IntangibleAssetsOtherThanGoodwill2022-12-3102337304ns5:NetGoodwill2023-01-012023-12-3102337304ns5:NetGoodwill2023-12-3102337304ns5:IntangibleAssetsOtherThanGoodwill2023-12-3102337304ns5:NetGoodwill2022-12-3102337304ns5:IntangibleAssetsOtherThanGoodwill2022-12-3102337304ns5:PlantMachinery2022-12-3102337304ns5:PlantMachinery2023-01-012023-12-3102337304ns5:PlantMachinery2023-12-3102337304ns5:PlantMachinery2022-12-3102337304ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3102337304ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3102337304ns5:WithinOneYear2023-12-3102337304ns5:WithinOneYear2022-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2022-01-012022-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2022-12-3102337304ns5:TotalForAllPensionPlansExcludingMedicalOtherPlans2021-12-31
REGISTERED NUMBER: 02337304 (England and Wales)












FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

CEGOS (UK) LIMITED

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


CEGOS (UK) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: Dr E Castellani
B Felix





REGISTERED OFFICE: Ocean House, 12th Floor,
The Ring
Bracknell
Berkshire
RG12 1AX





REGISTERED NUMBER: 02337304 (England and Wales)





AUDITORS: LB Group
The Octagon
Suite E2
Middleborough
Colchester
Essex
CO1 1TG

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 - 11,467
Tangible assets 5 21,461 35,239
21,461 46,706

CURRENT ASSETS
Stocks 11,007 6,360
Debtors 6 200,970 358,989
Cash at bank and in hand 88,784 104,424
300,761 469,773
CREDITORS
Amounts falling due within one year 7 406,677 496,701
NET CURRENT LIABILITIES (105,916 ) (26,928 )
TOTAL ASSETS LESS CURRENT LIABILITIES (84,455 ) 19,778

CREDITORS
Amounts falling due after more than one
year

8

(2,014,000

)

-

PENSION LIABILITY 11 - (1,000,000 )
NET LIABILITIES (2,098,455 ) (980,222 )

CAPITAL AND RESERVES
Called up share capital 250,000 250,000
Share premium 204,433 204,433
Retained earnings (2,552,888 ) (1,434,655 )
(2,098,455 ) (980,222 )

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 9 April 2024 and were signed on its behalf by:





Dr E Castellani - Director


CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1. STATUTORY INFORMATION

Cegos (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.

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.

Turnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers and is recognised in the accounting period in which the goods and services are rendered. Deferred Revenue is shown as a liability on the balance sheet and represents a prepayment by our customers for services that are yet to be delivered. The revenue is recognised as earned revenue on the Income Statement as the service is delivered to the customer.

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.

Computer software is being amortised evenly over its estimated useful life of one years.

Tangible fixed assets
Depreciation is provided on a straight-line basis to write off the cost less the estimated residual value of tangible fixed assets over their estimated useful economic lives using the following rates:

Furniture and equipment - 20-33%

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

Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.


CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.

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.

Operating leases

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Going concern
Notwithstanding net liabilities of £2,098,455 as at 31 December 2023, the financial statements have been
prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
In response to challenges faced in previous periods a comprehensive business restructure was undertaken in 2023. This initiative was aimed at stabilising operations and reducing costs to establish a foundation for sustainable growth in 2024.

A robust Business Development Plan has been successfully composed and implemented. The plan outlines strategies for growth and diversification, focusing on capitalising emerging opportunities in the market.
The sales force is now established, resulting in increased activity and a robust sales pipeline. We are seeing a positive market response to the Group products, particularly in the areas of longer blended learning pathways, with both established and new clients.

The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these
financial statements which indicate that, taking account of reasonably possible downsides, the company will
have sufficient funds, through funding from its immediate parent company, Cegos IDET International, to meet
its liabilities as they fall due for that period.

Cegos IDET International has indicated its intention to continue to make available such funds as are needed by the company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its
liabilities as they fall due for at least 12 months from the date of approval of the financial statements and
therefore have prepared the financial statements on a going concern basis

Interest receivable and interest payable

Interest payable and similar charges include interest payable and net foreign exchange losses that are recognised in the profit and loss account (see foreign currency accounting policy).

Other interest receivable and similar income include interest receivable on funds invested and net foreign exchange gains.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Foreign currency gains and losses are reported on a net basis.

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Employee benefits
The company operates two pension schemes.

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company's net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate as determined at the beginning of the annual period to the net defined benefit liability (asset) taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the currency of, and having maturity dates approximating to the terms of the Company's obligations. A valuation is performed annually by a qualified actuary using the projected unit credit method. The Company recognises net defined benefit plan assets to the extent that it is able to recover the surplus either through reduced contributions in the future or through refunds from the plan
.
Changes in the net defined benefit liability arising from employee service rendered during the period, net interest on net defined benefit liability, and the cost of plan introductions, benefit changes, curtailments and settlements during the period are recognised in profit or loss.

Remeasurement of the net defined benefit liability/asset is recognised in other comprehensive income in the period in which it occurs.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2022 - 18 ) .

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

4. INTANGIBLE FIXED ASSETS
Other
intangible
Goodwill assets Totals
£    £    £   
COST
At 1 January 2023
and 31 December 2023 9,250 32,309 41,559
AMORTISATION
At 1 January 2023 9,250 20,842 30,092
Charge for year - 11,467 11,467
At 31 December 2023 9,250 32,309 41,559
NET BOOK VALUE
At 31 December 2023 - - -
At 31 December 2022 - 11,467 11,467

5. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2023 369,685
Additions 3,481
Disposals (122,309 )
At 31 December 2023 250,857
DEPRECIATION
At 1 January 2023 334,446
Charge for year 17,259
Eliminated on disposal (122,309 )
At 31 December 2023 229,396
NET BOOK VALUE
At 31 December 2023 21,461
At 31 December 2022 35,239

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 106,523 179,371
Amounts owed by group undertakings 64,652 140,978
Other debtors 29,795 38,640
200,970 358,989

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts 94,396 71,890
Trade creditors 86,393 91,194
Amounts owed to group undertakings 78,230 65,432
Taxation and social security 29,521 42,474
Other creditors 118,137 225,711
406,677 496,701

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings 2,014,000 -

9. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 37,008 47,520

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Oliver James White ACA (Senior Statutory Auditor)
for and on behalf of LB Group

11. EMPLOYEE BENEFIT OBLIGATIONS

As explained in the accounting policies set out in note 1, the company operated a funded pension scheme, the Fielden-Cegos Limited Pension & Assurance Scheme ("the Scheme") providing benefits based on final pensionable pay. The scheme funds are administered by actuaries and are independent of the company's finances. The company has implemented the requirements under FRS102. The defined benefit liabilities have been measured using the projected unit method. The scheme is closed to new members and therefore, under the projected unit method, the cost of the scheme will increase as members of the scheme approach retirement. The scheme was officially bought out in the year, therefore the closing Assets & liabilities of the scheme are now nil. The employer contribution made to the Scheme in the accounting period was £133,000 (2022: £84,000). The most recent full actuarial valuation as at 1 January 2022.

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

11. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2023 2022
£    £   
Current service cost - -
Net interest from net defined benefit
asset/liability

12,000

3,000
Past service cost - -
Settlement loss 394,000 -
Administration expenses 122,000 -
Costs associated with closure of scheme 136,000 -
664,000 3,000

Actual return on plan assets 156,000 (1,592,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2023 2022
£    £   
Opening defined benefit obligation 2,176,000 2,915,000
Interest cost 102,000 55,000
Actuarial losses/(gains) 125,000 (714,000 )
Benefits paid (226,000 ) (80,000 )
Closure of pension scheme (2,177,000 ) -
- 2,176,000

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£    £   
Opening fair value of scheme assets 1,176,000 2,712,000
Interest income on plan assets 90,000 52,000
Administration costs (122,000 ) -
Contributions by employer 1,633,000 84,000
Actuarial gains/(losses) 156,000 (1,592,000 )
Benefits paid (226,000 ) (80,000 )
Settlements (394,000 ) -
Closure of pension scheme (2,313,000 ) -
- 1,176,000

CEGOS (UK) LIMITED (REGISTERED NUMBER: 02337304)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

11. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2023 2022
£    £   
Actuarial gains/(losses) 31,000 (878,000 )
31,000 (878,000 )

The major categories of scheme assets as amounts of total scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£    £   
Equities - 709,000
Bonds - 69,000
Diversified growth funds - 365,000
Cash - 16,000
Annuities - 17,000
- 1,176,000

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023 2022
Discount rate 4.50% 4.95%
Future pension increases 2.95% 2.90%
Inflation assumption 3.15% 3.20%

Amounts for the current and previous periods:
20232022
££

Present value of scheme liabilities-(2,176,000)
Fair value of scheme assets-1,176,000
(Deficit) in the scheme-(1,000,000)
Experience adjustments on liabilities(125,000)(133,000)
Experience adjustments on assets156,000(1,592,000)

12. ULTIMATE CONTROLLING PARTY

The company is a subsidiary undertaking of Cegos Idet International SA, a company incorporated in France.

The largest group in which the results of the Company are consolidated is that headed by NCPB, a company incorporated in France. The consolidated financial statements are available from The Company Secretary, NCPB, 19 Rue Rene Jacques, 92798 Issy-les-Moulineaux Cx9, France.