Company registration number 11448437 (England and Wales)
APPRENTIFY GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
APPRENTIFY GROUP LIMITED
COMPANY INFORMATION
Directors
J Fitchew
J Bygrave
P Mehta
W H Nash
Secretary
C S R Tattam
Company number
11448437
Registered office
Glasshouse
Alderley Park
Nether Alderley
Cheshire
SK10 4TG
Auditor
JS. Audit Limited
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
Business address
Glasshouse
Alderley Park
Nether Alderley
Cheshire
SK10 4TG
Bankers
Lloyds Bank plc
53 King Street
Manchester
M2 4LQ
APPRENTIFY GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 31
APPRENTIFY GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023
- 1 -

The directors present the strategic report for the year ended 31 July 2023.

Review of the business

 

The directors consider the performance of the group to be satisfactory. Turnover increased this year to £8,484,515 (2022: £4,571,350), an increase of 85%. This was achieved by growth in Apprentify Limited and a full year's trading from Netcom Training Limited, which was acquired half way through the prior year. Gross Profit increased to £6,460,730 representing 76% of Turnover (2022: £2,984,024 representing 65% of Turnover).

Principal risks and uncertainties

The directors recognise that the Group faces a number of business risks and uncertainties. The principal risks facing the Group are the economy and changes in laws and regulations:

Economy

The economy presents a risk to the Group given uncertainty in the UK following a change in government and challenging inflation figures over the past 12 months. The directors constantly monitor economic data and financial results.

Laws and Regulations

The Group operates in a highly regulated market where changes in government policy can impact the business. There is regulatory risk particularly surrounding the Apprenticeship Levy rules and regulations, and the Education and Skills Funding Agency reviews. The directors actively review regulations and policies to ensure compliance. There are mechanisms in place to manage and adapt to new rules and regulations as necessary. As at the date of this report, the Group continues to meet the ongoing requirements for the relevant regulations.

Financial key performance indicators

The directors have a comprehensive monthly Performance Report which includes information relating to Turnover, Contracts, Turnover from key customers, Cash, New Starts and Learners on Program.

The financial key performance indicators have been identified as Turnover and EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation). Turnover increased this year to £8,484,515 (2022: £4,571,350), an increase of 85%. EBITDA increased to £749,985 (2022: £417,595).

 

2023

2022

 

£

£

Operating Loss

(248,851)

(125,929)

Depreciation of owned tangible assets

53,868

53,022

Amortisation of intangible assets

944,968

490,502

 EBITDA

749,985

417,595

On behalf of the board

J Fitchew
Director
29 July 2024
APPRENTIFY GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 July 2023.

Principal activities

The principal activity of the company is that of a holding company. The principal activities of the group continued to be that of employment placement and educational services.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J Fitchew
P Drew
(Resigned 31 January 2024)
J Bygrave
P Mehta
W H Nash
Financial instruments
Liqudity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate and inflation risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits and loans.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary. Credit risk is considered to be low given that a substantial proportion of income is from Combined Authorities and the Government, which are considered to have high creditworthiness.

Future developments

The directors will continue to monitor the risks disclosed in the Strategic report. The directors will continue to look for ways to maximise the student experience, enhance student curriculum and review strategic alternatives that result in creating and maximising value. The current outlook is positive. The Group will continue to invest in and launch new courses and offerings to help strengthen its position in the market.

Auditor

JS. Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

APPRENTIFY GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 3 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
J Fitchew
Director
29 July 2024
2024-07-29
APPRENTIFY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF APPRENTIFY GROUP LIMITED
- 4 -
Opinion

We have audited the financial statements of Apprentify Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).

In our opinion the financial statements:

Basis for opinion

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Conclusions relating to going concern

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 and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

APPRENTIFY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRENTIFY GROUP LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, included within the directors' report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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 auditor's 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 financial statements.

Irregularities and 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 company and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment, pension and health and safety legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

 

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and the risk of fraud in revenue recognition.

APPRENTIFY GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRENTIFY GROUP LIMITED
- 6 -

Our procedures to respond to risks identified included the following:

 

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The comparative figures have not been audited.

Use of our report

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 auditor's 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.

Christopher Moss BSc F.C.A. (Senior Statutory Auditor)
For and on behalf of JS. Audit Limited
29 July 2024
Chartered Accountants
Statutory Auditor
James House
Stonecross Business Park
Yew Tree Way
Warrington
Cheshire
WA3 3JD
APPRENTIFY GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023
- 7 -
2023
2022
Notes
£
£
Turnover
3
8,484,515
4,571,350
Cost of sales
(2,023,785)
(1,587,326)
Gross profit
6,460,730
2,984,024
Administrative expenses
(6,709,581)
(3,109,953)
Operating loss
4
(248,851)
(125,929)
Interest receivable and similar income
8
8
101
Interest payable and similar expenses
9
(902,070)
(352,503)
Loss before taxation
(1,150,913)
(478,331)
Tax on loss
10
130,890
(39,712)
Loss for the financial year
(1,020,023)
(518,043)
Loss for the financial year is attributable to:
- Owners of the parent company
(1,020,023)
(530,819)
- Non-controlling interests
-
12,776
(1,020,023)
(518,043)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(1,020,023)
(530,819)
- Non-controlling interests
-
12,776
(1,020,023)
(518,043)
APPRENTIFY GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 JULY 2023
31 July 2023
- 8 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
7,576,755
7,890,509
Other intangible assets
11
1,074,109
797,055
Total intangible assets
8,650,864
8,687,564
Tangible assets
12
173,742
147,947
8,824,606
8,835,511
Current assets
Debtors
15
1,284,539
823,404
Cash at bank and in hand
329,901
730,634
1,614,440
1,554,038
Creditors: amounts falling due within one year
16
(5,538,978)
(5,559,865)
Net current liabilities
(3,924,538)
(4,005,827)
Total assets less current liabilities
4,900,068
4,829,684
Creditors: amounts falling due after more than one year
17
(4,738,391)
(4,064,794)
Provisions for liabilities
Deferred tax liability
19
-
0
103,190
-
(103,190)
Net assets
161,677
661,700
Capital and reserves
Called up share capital
21
2
2
Share premium account
22
1,719,999
1,199,999
Profit and loss reserves
22
(1,558,324)
(538,301)
Total equity
161,677
661,700
The financial statements were approved by the board of directors and authorised for issue on 29 July 2024 and are signed on its behalf by:
29 July 2024
J Fitchew
Director
Company registration number 11448437 (England and Wales)
APPRENTIFY GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 JULY 2023
31 July 2023
- 9 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
644
1,023
Investments
13
11,363,643
10,792,637
11,364,287
10,793,660
Current assets
Debtors
15
158,397
4,999
Cash at bank and in hand
92,828
79,541
251,225
84,540
Creditors: amounts falling due within one year
16
(4,840,594)
(4,876,691)
Net current liabilities
(4,589,369)
(4,792,151)
Total assets less current liabilities
6,774,918
6,001,509
Creditors: amounts falling due after more than one year
17
(7,764,560)
(5,509,191)
Net (liabilities)/assets
(989,642)
492,318
Capital and reserves
Called up share capital
21
2
2
Share premium account
22
1,719,999
1,199,999
Profit and loss reserves
22
(2,709,643)
(707,683)
Total equity
(989,642)
492,318

As permitted by s408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,001,960 (2022 - £707,683 loss).

The financial statements were approved by the board of directors and authorised for issue on 29 July 2024 and are signed on its behalf by:
29 July 2024
J Fitchew
Director
Company registration number 11448437 (England and Wales)
APPRENTIFY GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 August 2021
1
-
0
(7,482)
(7,481)
(1,327)
(8,808)
Year ended 31 July 2022:
Loss and total comprehensive income
-
-
(530,819)
(530,819)
12,776
(518,043)
Issue of share capital
21
1
1,199,999
-
1,200,000
-
1,200,000
Acquisition of minority shareholding
-
-
-
-
(11,449)
(11,449)
Balance at 31 July 2022
2
1,199,999
(538,301)
661,700
-
0
661,700
Year ended 31 July 2023:
Loss and total comprehensive income
-
-
(1,020,023)
(1,020,023)
-
(1,020,023)
Issue of share capital
21
-
0
520,000
-
520,000
-
520,000
Balance at 31 July 2023
2
1,719,999
(1,558,324)
161,677
-
0
161,677
APPRENTIFY GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 August 2021
1
-
0
-
0
1
Year ended 31 July 2022:
Loss and total comprehensive income for the year
-
-
(707,683)
(707,683)
Issue of share capital
21
1
1,199,999
-
1,200,000
Balance at 31 July 2022
2
1,199,999
(707,683)
492,318
Year ended 31 July 2023:
Profit and total comprehensive income
-
-
(2,001,960)
(2,001,960)
Issue of share capital
21
-
0
520,000
-
520,000
Balance at 31 July 2023
2
1,719,999
(2,709,643)
(989,642)
APPRENTIFY GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
15,582
32,572
Interest paid
(397,265)
(352,503)
Income taxes refunded/(paid)
874
(321,149)
Net cash outflow from operating activities
(380,809)
(641,080)
Investing activities
Purchase of business
(245,564)
(7,928,806)
Purchase of intangible assets
(381,685)
(405,080)
Purchase of tangible fixed assets
(78,317)
(60,871)
Interest received
8
101
Net cash used in investing activities
(705,558)
(8,394,656)
Financing activities
Proceeds from issue of shares
519,882
1,200,000
Proceeds from borrowings
734,396
4,037,261
Repayment of borrowings
(50,000)
(249,449)
Proceeds from new bank loans
-
4,910,441
Repayment of bank loans
(518,675)
(141,580)
Net cash generated from financing activities
685,603
9,756,673
Net (decrease)/increase in cash and cash equivalents
(400,764)
720,937
Cash and cash equivalents at beginning of year
730,634
9,697
Cash and cash equivalents at end of year
329,870
730,634
Relating to:
Cash at bank and in hand
329,901
730,634
Bank overdrafts included in creditors payable within one year
(31)
-
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
- 13 -
1
Accounting policies
Company information

Apprentify Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Glasshouse, Alderley Park, Nether Alderley, Cheshire, England, SK10 4TG.

 

The group consists of Apprentify Group Limited and all of its subsidiaries.

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.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Prior period error

The directors have identified an error in applying the group's accounting policy for presentation of debt due from Oaknorth Bank Plc in the financial statements for the year ended 31 July 2022. The presentation followed the original contractual terms of the loan agreement with £4,367,943 shown as falling due for repayment after more than one year. However, at 31 July 2022 the company had defaulted on the loan meaning that this amount should have been presented as falling due within one year. The directors have corrected this error by means of a prior period adjustment.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 14 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Apprentify Group Limited together with all entities controlled by the parent company.

 

Subsidiaries acquired are consolidated using the acquisition method. Under the acquisition method, the results are incorporated from the date that control passes.

 

All financial statements are made up to 31 July 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The group funded its acquisition of Netcom Limited in 2022 through:

- term loan facility of £5m from OakNorth Bank Plc ("OakNorth")

- £4m of unsecured fixed rate loan notes issued to BGF UK Enterprise Fund

Working capital requirements are met through the above facilities and:

- loans made by the group's directors

- investor share issues

Further details of the amounts outstanding on these funding agreements at the year-end is shown in note 18 and the investor share issue during the year is in note 21.

During the year ended 31 July 2022 the group breached the term loan covenants with OakNorth resulting in this loan becoming due for repayment on demand. This loan has been reclassified in the balance sheet to current liabilities. OakNorth remains supportive of the group and have subsequently provided assurance to the group that it will not request repayment of the loan on demand, provided that the group continues to make all repayments in accordance with the loan agreement.

In order to prepare the financial statements on the going concern basis, the directors have considered financial projections for a period of 12 months from the date of approving the financial statements. These projections are based on the group’s annual business plan for the year ended 31 July 2024 adjusted to reflect actual results and projected forward to cover the period under review. The group continues to make repayments in accordance with the original OakNorth loan agreement and the projections show that that this can continue throughout the forecast period.

The directors have also considered sensitivity analysis performed on these forecasts to model the impact of a reasonably expected reduction in income and EBITDA and are satisfied that the group can still continue to make the loan repayments in accordance with the agreement.

Based on the forecasts and sensitivity analysis and the continued support of OakNorth the directors have a reasonable expectation that the group can continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for training and employment placement services provided in the normal course of business, and is shown net of VAT.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 15 -
1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
10 years straight line
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
20% per annum on a straight line basis
Fixtures and fittings
20% per annum on a straight line basis
Computers
20% per annum on a straight line basis

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 recognised in the profit and loss account.

1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 16 -
1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.13
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.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 17 -
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 group after deducting all of its liabilities.

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 payments 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. Amounts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group 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 group.

1.16
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 group’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.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 18 -
1.17
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.

1.18
Retirement benefits

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

1.19
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 leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Development costs

The directors consider the criteria for capitalising development costs to be a critical accounting judgement. Development costs are capitalised when the result is an asset which is expected to generate a future economic benefit.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Fixed asset investments

The directors consider the estimation of carrying values of fixed asset investments and intangible assets to be a key area of uncertainty.

Carrying values of fixed asset investments are initially measured at cost and subsequently measured at cost less impairment.

 

Intangible assets include goodwill which is amortised over its useful life.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 19 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Employment placement and training services
8,484,515
4,571,350
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
8,484,515
4,571,350
2023
2022
£
£
Other revenue
Interest income
8
101
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging:
Depreciation of owned tangible fixed assets
53,868
53,022
Loss on disposal of tangible fixed assets
657
41,715
Amortisation of intangible assets
944,968
490,502
Operating lease charges
212,490
148,445
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
8,400
-
Audit of the financial statements of the company's subsidiaries
18,000
-
26,400
-
For other services
All other non-audit services
27,470
46,476
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 20 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Direct
46
24
-
-
Indirect
61
54
4
1
Directors
5
5
4
4
Total
112
83
8
5

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,212,660
2,339,220
869,758
341,847
Social security costs
424,123
275,733
102,074
41,441
Pension costs
64,125
45,667
12,021
5,518
4,700,908
2,660,620
983,853
388,806
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
528,513
322,626
Company pension contributions to defined contribution schemes
11,201
917
539,714
323,543
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
152,000
91,000

At the reporting date there were 4 (2022: 4) directors accruing defined contribution benefits across the group.

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 21 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
8
101
9
Interest payable and similar expenses
2023
2022
£
£
Interest payable on bank loans
390,906
149,344
Interest payable on loan notes
459,456
178,521
Interest payable other
6,331
1,950
Amortisation of issue costs on bank loans
17,672
12,598
Amortisation of issue costs on loan notes
27,705
10,090
Total finance costs
902,070
352,503
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
23,804
Adjustments in respect of prior periods
26,637
(3,734)
Total current tax
26,637
20,070
Deferred tax
Origination and reversal of timing differences
(157,527)
19,642
Total tax (credit)/charge
(130,890)
39,712
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
10
Taxation
(Continued)
- 22 -

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(1,150,913)
(478,331)
Expected tax credit based on the standard rate of corporation tax in the UK of 21.01% (2022: 19.00%)
(241,807)
(90,883)
Tax effect of expenses that are not deductible in determining taxable profit
27,345
41,966
Tax effect of utilisation of tax losses not previously recognised
(7,885)
-
0
Unutilised tax losses carried forward
41,356
14,198
Adjustments in respect of prior years
-
0
32,897
Group relief
-
0
(26,637)
Permanent capital allowances in excess of depreciation
(17,889)
(18,732)
Depreciation on assets not qualifying for tax allowances
11,318
11,367
Amortisation on assets not qualifying for tax allowances
187,562
89,083
Other non-reversing timing differences
-
0
53,811
Under/(over) provided in prior years
26,637
(3,734)
Deferred tax movement
(157,527)
19,642
Adjustment on consolidation
-
0
(83,266)
Taxation (credit)/charge
(130,890)
39,712

Deferred tax has been calculated using a rate of 25% (2022: 25%).

 

A UK corporation tax rate of 25% was announced in the Chancellor’s Budget of 3 March 2021. The 25% rate was applied from 1 April 2023.

11
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 August 2022
8,321,589
929,014
9,250,603
Additions - internally developed
-
0
381,685
381,685
Additions - separately acquired
485,235
-
0
485,235
Adjustment to cost of goodwill
41,348
-
0
41,348
At 31 July 2023
8,848,172
1,310,699
10,158,871
Amortisation and impairment
At 1 August 2022
431,080
131,959
563,039
Amortisation charged for the year
840,337
104,631
944,968
At 31 July 2023
1,271,417
236,590
1,508,007
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
11
Intangible fixed assets
(Continued)
- 23 -
Carrying amount
At 31 July 2023
7,576,755
1,074,109
8,650,864
At 31 July 2022
7,890,509
797,055
8,687,564
The company had no intangible fixed assets at 31 July 2023 or 31 July 2022.

The amortisation charge has been included within administrative expenses.

12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 August 2022
68,779
155,141
37,199
261,119
Additions
9,096
54,644
14,577
78,317
Transfer in on acquisition of subsidiary
-
0
3,764
-
0
3,764
Disposals
-
0
(680)
-
0
(680)
At 31 July 2023
77,875
212,869
51,776
342,520
Depreciation and impairment
At 1 August 2022
24,118
80,918
8,136
113,172
Depreciation charged in the year
16,969
27,473
9,426
53,868
Eliminated in respect of disposals
-
0
(23)
-
0
(23)
Transfer in on acquisition of subsidiary
-
0
1,761
-
0
1,761
At 31 July 2023
41,087
110,129
17,562
168,778
Carrying amount
At 31 July 2023
36,788
102,740
34,214
173,742
At 31 July 2022
44,661
74,223
29,063
147,947
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
12
Tangible fixed assets
(Continued)
- 24 -
Company
Computers
£
Cost
At 1 August 2022 and 31 July 2023
1,149
Depreciation and impairment
At 1 August 2022
126
Depreciation charged in the year
379
At 31 July 2023
505
Carrying amount
At 31 July 2023
644
At 31 July 2022
1,023
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
11,363,643
10,792,637
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2022
10,792,637
Additions
571,006
At 31 July 2023
11,363,643
Carrying amount
At 31 July 2023
11,363,643
At 31 July 2022
10,792,637
14
Subsidiaries

Details of the company's subsidiaries at 31 July 2023 are as follows:

APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
14
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Apprentify Limited
Glasshouse, Alderley Park, Nether Alderley, Cheshire, England, SK10 4TG
Employment placement and training services
Ordinary
100.00
Netcom Training Ltd
Unit 4-5 Holt Court Suite, Heneage Street West, Birmingham, England, B7 4AX
Employment placement and training services
Ordinary
100.00
The Juice Academy Ltd
Glasshouse, Alderley Park, Nether Alderley, Cheshire, England, SK10 4TG
Employment placement and training services
Ordinary
100.00
Upskilla Limited
Glasshouse, Alderley Park, Nether Alderley, Cheshire, England, SK10 4TG
Employment placement and training services
Ordinary
100.00
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
59,332
31,630
-
0
-
0
Unpaid share capital
118
-
0
-
0
-
0
Corporation tax recoverable
844
-
0
844
-
0
Other debtors
10,291
8,417
2,500
4,999
Prepayments and accrued income
1,159,658
783,357
21,657
-
0
1,230,243
823,404
25,001
4,999
Amounts falling due after more than one year:
Deferred tax asset (note 19)
54,296
-
0
133,396
-
0
Total debtors
1,284,539
823,404
158,397
4,999
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
as restated
as restated
Notes
£
£
£
£
Bank loans and overdrafts (see analysis)
4,270,216
4,778,861
4,270,185
4,778,861
Other bank loans
10,000
10,800
-
-
Trade creditors
279,374
301,416
107,243
35,977
Corporation tax payable
134,678
107,070
844
-
0
Other taxation and social security
386,796
114,622
108,640
33,111
Other creditors
61,151
4,301
2,370
242
Accruals and deferred income
446,763
242,795
351,312
28,500
5,588,978
5,559,865
4,840,594
4,876,691
Bank loans and overdrafts analysis
Bank overdrafts
31
-
-
-
Bank loans - accrued interest
25,815
25,843
25,815
25,843
Bank loans - principal
4,342,100
4,868,420
4,342,100
4,868,420
Issue costs on bank loans
(97,730)
(115,402)
(97,730)
(115,402)
4,270,216
4,778,861
4,270,185
4,778,861

A bank loan of £4,367,915 (2022: £4,894,263) is secured by means of fixed and floating charge over the assets of the group.

 

As detailed in note 1.5, if the loan covenants had not been breached, £552,135 of the bank loan would be shown as payable within one year, and the balance of £3,815,780 would be shown as payable in over one year.

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
as restated
as restated
£
£
£
£
Bank loans
18
18,334
27,533
-
0
-
Loan notes (see analysis)
18
4,720,057
4,037,261
4,720,057
4,037,261
Loans from group undertakings
18
-
-
0
3,044,503
1,471,930
4,738,391
4,064,794
7,764,560
5,509,191
Loan notes analysis
Loan notes - accrued interest
583,612
178,521
583,612
178,521
Loan notes - principal
4,250,000
4,000,000
4,250,000
4,000,000
Issue costs on loan notes
(113,555)
(141,260)
(113,555)
(141,260)
4,720,057
4,037,261
4,720,057
4,037,261
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 27 -
18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
4,298,519
4,817,194
4,270,185
8,816,122
Bank overdrafts
31
-
0
-
0
-
0
Loans from group undertakings
-
0
-
0
3,044,503
1,471,930
Other loans
4,670,057
4,037,261
4,720,057
-
0
8,968,607
8,854,455
12,034,745
10,288,052
Payable within one year
4,230,216
4,789,661
4,270,185
4,778,861
Payable after one year
4,738,391
4,064,794
7,764,560
5,509,191

 

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
212,776
(119,417)
-
Tax losses
-
(109,586)
172,626
-
Other timing differences
-
-
1,087
-
-
103,190
54,296
-
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Accelerated capital allowances
-
-
(161)
-
Tax losses
-
-
133,232
-
Other timing differences
-
-
325
-
-
-
133,396
-
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
19
Deferred taxation
(Continued)
- 28 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 August 2022
103,190
-
Credit to profit or loss
(157,527)
(133,396)
Amounts arising on acquisition
41
-
Asset at 31 July 2023
(54,296)
(133,396)

The overall deferred tax asset set out above is expected to reverse within two years and relates to tax losses carried forward being mainly offset by accelerated capital allowances that are expected to mature within the same period.

20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
64,125
45,667

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

At the reporting date there were outstanding contributions owed by the group amounting to £9,450 (2022: £9,057)

21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.001p each
54,354
51,137
1
1
Ordinary B shares of 0.001p each
26,950
25,000
-
-
Ordinary B2 shares of 0.001p each
11,000
11,000
-
-
Ordinary B3 shares of 0.001p each
2,280
2,280
-
-
Ordinary C shares of 0.001p each
548
515
-
-
Ordinary shares of 0.001p each
107,800
100,000
1
1
202,932
189,932
2
2
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
21
Share capital
(Continued)
- 29 -

On 17 July 2023, 3,217 Ordinary A shares of £0.00001 each were issued at a premium of £40.00 per share and were fully paid.

 

On 17 July 2023, 1,950 Ordinary B shares of £0.00001 each were issued at a premium of £40.00 per share and were fully paid.

 

On 17 July 2023, 33 Ordinary C shares of £0.00001 each were issued at a premium of £40.00 per share and were fully paid.

 

On 17 July 2023, 7,800 Ordinary shares of £0.00001 each were issued at a premium of £40.00 per share and were fully paid.

22
Reserves
Share premium account

Share premium account reserves represents the excess of the consideration received on the issue of share capital over the nominal value of the shares.

Profit and loss reserves

The profit and loss reserves represents cumulative profits and losses, net of distributions, to shareholders.

23
Acquisition of a business

On 17 July 2023 the group acquired the whole of the issued capital of The Juice Academy Ltd. This transaction has been accounted for under the acquisition method.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
2,003
-
2,003
Trade and other receivables
45,993
-
45,993
Cash and cash equivalents
25,441
-
25,441
Trade and other payables
(29,721)
-
(29,721)
Tax liabilities
747
-
747
Deferred tax
(41)
-
(41)
Total identifiable net assets
44,422
-
44,422
Goodwill
485,235
Total consideration
529,657
The consideration was satisfied by:
£
Cash
150,000
Deferred consideration
300,000
Legal fees
79,657
529,657
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
23
Acquisition of a business
(Continued)
- 30 -

After acquisition, the trade of The Juice Academy Ltd cannot be separately identified.

24
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the group for certain properties and a car park. Leases are negotiated for an average term between 1 and 5 years, with break clauses negotiated as appropriate on a property by property basis.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
156,512
147,310
-
-
Between two and five years
224,132
393,829
-
-
380,644
541,139
-
-
25
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Interest paid
2023
2022
£
£
Group
Key management personnel
5,510
1,785

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Key management personnel
297,296
41,785

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Key management personnel
2,500
4,999
APPRENTIFY GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 31 -
26
Directors' transactions

Advances or credits have been granted by the group to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director's loan
-
4,999
-
(5,000)
(1)
Director's loan
-
-
2,500
-
2,500
4,999
2,500
(5,000)
2,499
27
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(1,020,023)
(518,043)
Adjustments for:
Taxation (credited)/charged
(130,890)
39,712
Finance costs
902,070
352,503
Investment income
(8)
(101)
Loss on disposal of tangible fixed assets
657
20,519
Amortisation and impairment of intangible assets
944,968
490,502
Depreciation and impairment of tangible fixed assets
53,868
47,579
Movements in working capital:
Increase in debtors
(359,884)
(356,723)
Decrease in creditors
(381,324)
(43,315)
Increase/(decrease) in deferred income
6,148
(61)
Cash generated from operations
15,582
32,572
28
Analysis of changes in net debt - group
1 August 2022
Cash flows
Acquisitions and disposals
31 July 2023
£
£
£
£
Cash at bank and in hand
730,634
(426,174)
25,441
329,901
Bank overdrafts
-
0
(31)
-
(31)
730,634
(426,205)
25,441
329,870
Borrowings excluding overdrafts
(8,854,455)
(165,721)
-
(9,020,176)
(8,123,821)
(591,926)
25,441
(8,690,306)
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