Registered number:
FOR THE PERIOD ENDED 31 JULY 2023
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
COMPANY INFORMATION
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
CONTENTS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2023
The Company was incorporated on 6 December 2022 and is a holding company. Its purpose was to acquire a 100% interest in Babington Business Limited and its subsidiaries.
The Group’s principal activities is the nation-wide provision of high quality education and training services, and complimentary managed service and support service offerings to employers.
During the period ended 31 July 2023, the financial performance of the Group has been challenging across each of the Group financial key performance indicators:
• Turnover; • Gross margin and • Adjusted EBITDA. As a result of the poor financial performance of the Group, the business commenced an extensive programme of activities to restructure in June 2023, through a strategic realignment to increase focus, innovation and operational best practice to a streamline set of core programmes. Whilst the end-to-end programme of restructuring activities is not expected to be completed until early 2025, initial steps taken in June and July 2023 saw the organisation simplify, strengthen and refocus its operations to deliver market-leading learning experiences to support critical skills development aligned to market demand. As a result, the organisational restructure saw the Group focus on apprenticeships, professional qualifications and commercial programmes across five professional service specialisms: Accountancy, HR and L&D; Leadership & Management, Data and IT, and Business Administration and Customer Services. Consequently, the Group exited its existing Adult Education Budget (“AEB”) portfolio, including its digital skills bootcamps and sector work academy programme (“SWAP”) courses, as well as its England apprenticeships training offering within Property Services, Financial Services and Insurance; and Retail Apprenticeship Standards. Despite the move to exit certain Apprenticeship Standards, the Group has remained committed to safeguard and ensure continuity for all current and committed learners across affected programmes.
In September 2023, aligned to the Group's commitment to safeguard and ensure continuity for all current and committed learners across affected programmes, the Group entered into an agreement with Davies Group that saw all existing customers and learners in affected Financial Services and Insurance Apprenticeship Standards offered the option to transfer and complete their learning with Davies.
In January 2024, the Office for Standards in Education (“Ofsted”) awarded the Group ‘Good’ across all five core inspection categories: Quality of education, Behaviour and Attitudes, Personal Development, Leadership and Management and Apprenticeships. Subsequently, the Group has received Satisfactory gradings from both an ESFA Funding Assurance Review and SDS Funding Compliance Review conducted in 2024.
Page 1
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023
Despite the financial challenges, the business continues to invest for the long-term and the Directors do not envisage any material change to the Group’s principal activities. As such, the financial statements have been prepared on a going concern basis as set out in the Directors’ Report.
With almost fifty years’ experience delivering high-impact learning programmes, the business is leveraging its deep foundations, passionate colleagues and quality programmes to successfully execute the planned restructuring activities and return the business to positive and sustainable profitability and growth.
The performance of the business is monitored at various levels through a range of operational, commercial and financial metrics. Detailed management financial statements are produced on a monthly basis; analysed by individuals, teams and departments with accountability for the performance.
The key financial performance measures considered by the Board and management are turnover, gross profit, gross margin, EBITDA and Free Cash Flow (“FCF”). To contextualise the financial performance of the business, other non-financial key performance indicators are monitored by the business, including (but not limited to) learner enrolment volumes by programme, timeliness of learner progression, learner retention and achievement rates, and both learner and customer satisfaction scores
It is a requirement that the Directors of the Company act in accordance with Section 172 (1) (a) to (f) of the Companies Act 2006 to promote the success of the Company for the benefit of its members as whole.
We recognise the critically important role that our employees play in the success of the business and ensure that the health, safety and wellbeing of Babington employees is a top priority of the Board. We also ensure that dealings with learners, customers, suppliers and other stakeholders are fair and transparent, as we recognise that they are a critical factor in the success of the business. We behave responsibly and ensure that management operate the business in a responsible manner too, operating within the high standards of business conduct and good governance. The Directors understand that they must act in a way that is most likely to promote the success of the Company for the benefit of its members.
Page 2
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023
The Group is principally funded by the Government through the Education and Skills Funding Agency (“ESFA”), Skills Development Scotland (“SDS”) and via a subcontracting agreement, the Department for the Economy Northern Ireland.
As a result, the principal risks and uncertainties affecting the Group are considered to be related to changes to its contractual relationships with these Government Bodies, together with the strength of the UK’s economy and economic outlook and the willingness of employers to enrol and support employees on apprenticeship programmes. As such, the Directors manage this risk through regular and open dialogue with these funding bodies and through continuously monitoring and adapting to changes in Government policies, priorities and funding availability, and associated changes to the political and regulatory environment. Due to the complexity of the funding rules within which the Group operates, the Group continues to invest in its funding and compliance team who ensure funding submissions are accurate and complete, whilst also providing guidance and training to colleagues across the business to ensure adherence to funding rules and application of best practice in day-to-day decision making. Quality is central to both operational and strategic decision-making, formalised in 2023 by the creation of Quality & Compliance Governance Board, with non-executive chair and representatives to monitor and advise on all aspects of quality and compliance within the business.
This report was approved by the board on 29 July 2024 and signed on its behalf.
Page 3
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JULY 2023
The directors present their report and the financial statements for the period ended 31 July 2023.
The loss for the period, after taxation, amounted to £21,865,984.
The directors do not recommend the payment of a dividend.
The directors who served during the period were:
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations.
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. 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: • Select suitable accounting policies for the Company’s financial statements and then apply them consistently; • Make judgments and accounting estimates that are reasonable and prudent; and • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Page 4
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023
Notwithstanding the Groups operating loss for the period ended 31 July 2023 of £20.6m, the financial statements have been prepared on a going concern basis, which the Directors consider to be appropriate for the following reasons.
The Directors have prepared detailed profit and loss and cash flow forecasts for the period to 31 July 2025, which forecasts a return to both profitability and cash generation for the Group whilst the funding required to deliver the base case, together with contingency for substantial downside scenarios, has been committed by Unigestion SA. Whilst these loans are subject to interest, signed confirmation has been provided that no interest will be paid, nor any capital repayments made, on these loans prior to 12 August 2025. Following careful consideration of the assumptions and underlying drivers of the financial information, the Board is satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due. As such, the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
Details of future developments and post balance sheet events are outlined in the Strategic Report.
The principal financial instruments used by the Group comprise bank balances, trade creditors, trade debtors and loans to and from other companies in the wider Group. The management of these instruments provides finance for the Group’s operations.
As a result, main risks arising from the Group’s financial instruments are credit risk, interest rate risk and liquidity risk. Credit Risk Trade debtors are managed by policies concerning the credit offered to customers and regular monitoring of amounts outstanding for both time and credit limits. As the principal trade debtors of the Group are the Education and Skills Funding Agency (“ESFA”) and Skills Development Scotland (“SDS”), the risk of significant bad debtors is deemed to be low; however the risk is further mitigated through close scrutiny of the accuracy and completeness of funding claim submissions to reduce potential clawback of funds in future periods. Liquidity Risk The Group forecasts cash flows on a weekly basis to monitor the likely cash requirements of the business over a 13-week forecast period. The forecast is used to ensure that there are sufficient funds available within the business to meet amounts as they fall due. Liquidity is managed through regular monitoring of short-term cash flows as well as medium and long-term scenario planning. Interest Rate Risk Interest rate risk is mitigated through loans held by the Group being agreed at a fixed interest rate.
Page 5
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023
The Group's employment policies have been designed to meet the needs of the Group and follow best practice, whilst complying with all applicable and relevant legislation. These policies are applied consistently throughout the Group and provide a fair and transparent framework within which employees operate.
The Group is firmly committed to ensuring that the manner in which it employs staff is fair and equitable. Its equal opportunities policy is designed to ensure that no person or group of individuals will be treated less favourably because of their race, colour, ethnic origin, gender or sexual orientation, age, disability or marital status. The Directors are committed to maintaining a policy of regular communication, consultation and discussion with Group employees on a wide range of issues that are likely to affect their interests, ensuring employees are provided with information on matters of concern to them as employees, including the commercial, operational and financial factors affecting the performance of the Group. In the event of employees becoming disabled whilst in the service of the Group, all reasonable efforts are made to ensure that they have the opportunity for continued employment with the Group; including transfer to alternative duties if required and by provision of such retraining as appropriate
The Directors have placed great importance on maintaining and nurturing relationships with key external stakeholders, including customers, partners, suppliers and others; and the impact of principal decisions taken by the Group during the financial year.
Under section 487(2) of the Companies Act 2006, PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
Page 6
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED
We have audited the financial statements of Marshal Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 July 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
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 Group's or the parent 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 7
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
Page 8
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
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:
Based on our understanding of the Group and industry, we identify the key laws and regulations affecting the Group which include compliance with ESFA and OFSTED regulations. We identified that the principal risk of fraud or noncompliance with laws and regulations related to: • management bias in respect of accounting estimates and judgements made; • management override of control; • posting of unusual journals or transactions. We focused on those area that could give rise to a material misstatement in the Group's financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance/review of correspondence around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; • Reviewing minutes of meetings of those charged with governance where available; • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud/ and enquiries with third party advisors about potential claims; • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular review of revenue recognition , the useful economic lives of assets and the valuation of intangible fixed assets /analytical procedures to identify any unexpected or unusual relationships that might indicate material misstatement due to fraud. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Page 9
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED (CONTINUED)
This 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 Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
1 Prospect Place
DE24 8HG
Page 10
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2023
Page 11
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
REGISTERED NUMBER: 14525348
CONSOLIDATED BALANCE SHEET
AS AT 31 JULY 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2024.
The notes on pages 18 to 37 form part of these financial statements.
Page 12
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
REGISTERED NUMBER: 14525348
COMPANY BALANCE SHEET
AS AT 31 JULY 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 37 form part of these financial statements.
Page 13
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2023
Page 14
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2023
Page 15
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JULY 2023
Page 16
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 JULY 2023
Page 17
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
The Company is a private company limited by shares and is incorporated in England and Wales and details of its registered office are set out in the company information page. The principal activities are disclosed within the Strategic report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Group's functional and presentation current is GBP. The financial statements have been prepared to the nearest £.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 18
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
The directors have prepared forecasts for the Group and Company based on conservative assumptions to the overall performance for the Company for the period to 31 July 2025, including new starts and success rates, as well as on-going cost levels. These forecasts include detailed cash flow forecasts through to 31 July 2025 showing that the Group and Company will have sufficient funds over this period to satisfy all liabilities as they fall due for payment. The Group and Company's cashflow needs will be met from funds committed by Unigestion Direct II SCS-SICAV-RAIF (Compartment -Europe) ("Unigestion") of an additional facility to cover the anticipated cashflow requirements identified by the forecasting exercise, including a contingency for any deviation for actual performance variance to budget. These loans are subject to interest, but signed confirmation has been provided that no interest will be paid nor any capital repayments made on these loans prior to 12 August 2025.
As noted above, the Group and Company have received a letter of continued commitment from Unigestion confirming that they will continue to make these funds available to enable the Group and Company to meet its liabilities as they fall due for a period of twelve months from the date of signing of these financial statements. Therefore, the directors consider that they have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due. The Group and Company therefore continues to adopt the going concern basis in preparing its financial statements.
Page 19
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Page 20
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
Page 21
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 22
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Page 23
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 24
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Revenue Recognition The Group recognises revenue when services have been provided and contact conditions have been met in relation to these services. Therefore, the company make a provision against revenue for instances where funding has to be returned to the ESFA when certain conditions are not met. Useful economic lives of intangible fixed assets The annual charges for depreciation and amortisation of tangible fixed assets are sensitive to changes in the estimated economic useful lives of the asset. These are re-assessed annually and amended when necessary to reflect any changes arising from economic utilisation, future investments and their physical condition. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining what cashflow is directly related to the potentially impaired asset, the useful life over which cash flows will occur and their amount. Estimates of future cash flows and the selection of appropriate rates of amortisation relating to particular assets of groups of assets involve the exercise of a significant amount of judgment. Further detail of the basis used is set out below. Intangible fixed assets - valuation and impairment Initial valuation Intangible fixed assets consist of goodwill arising on business combinations and has been analysed into key intangible assets which meet the criteria for recognition under FRS102, being either separable of arising from contractual or other legal rights. These have been identified as Brand, Order book, Customer relationship , Website content and development and the balance is goodwill. The Brand has been valued on an Relief from Royalty method using an average royalty rate of 2% based on forecast revenues and discounted back at a weighted average cost rate plus a 3% risk premium. The Order book has been valued on the Multi-period excess earnings approach, where the asset is valued by taking the total future economic benefits, i.e. the associated profit being expected revenue less expenses and deducting contributory asset charges, with residual income being discounted back to the valuation date. Customer relationships have also been valued on the Multi - period excess earnings approach as noted for the Order book. Website content and development is a cost approach and the reproduction method has been used. The asset has been valued based on the costs to rebuild the course content and the platform these are delivered on. The difference between the fair value of the purchase price less the fair value of the assets acquired, after deduction the value of the Brand, Order book, Customer relationships and Website content and development relates to goodwill. Impairment A review of the carrying value of Intangible assets was conducted at the year end. For the Order book and Customer relationships, the Multi Period Excess Earnings Method was applied using updated assumptions to calculate value in use, The remaining assets were assessed as being part of a single cash generating unit with the impairment being allocated to goodwill in line with FRS102. Details of the impairment are included in note 13 to the financial statements.
Page 25
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Page 26
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Page 27
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
The Group has unrelieved corporation tax losses carried forward of approximate £6.8 million . No asset is recognised in respect of these losses until it is probable that they will be recovered against the reversal of deferred tax liabilities of other future taxable profits. In addition, a timing difference of £2,072,170 has not been recognised as a deferred tax asset, on the basis that it would relate to potential taxable losses.
Page 28
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £
Page 29
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
13.Intangible assets (continued)
Page 30
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Page 31
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Page 32
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
The loan notes due after more than 5 years have a maturity date of 14 December 2029. The interest is accruing at 11% per annum and is payable quarterly in arrears. As allowed under the terms of the loan agreement, the Company has elected not to pay any interest until the loan is repaid and this has been shown as a long term creditor in accruals and deferred income. The loan notes are unsecured.
Page 33
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
On incorporation, 225,095 A1 ordinary shares, 26,383 C1 ordinary shares and 7,462 B1 ordinary shares were issue at par.
Page 34
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Share premium account
Profit and loss account
Page 35
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
24.Business combinations (continued)
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £371,573. Contributions totalling £71,384 were payable to the fund at the balance sheet date.
Page 36
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARSHAL TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
Marshal Topco Limited is considered to be under the control of funds managed by an affiliate of Unigestion SA.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority shareholder within the ultimate parent entity.
Page 37
|