Caseware UK (AP4) 2023.0.135 2023.0.135 2023-07-312023-05-162023-05-162023-05-162023-05-162023-07-31No description of principal activitytruetruetruetrue2022-08-01false22falsefalse 07077954 2022-08-01 2023-07-31 07077954 2021-08-01 2022-07-31 07077954 2023-07-31 07077954 2022-07-31 07077954 2021-08-01 07077954 c:Exceptional 2022-08-01 2023-07-31 07077954 c:Exceptional 2021-08-01 2022-07-31 07077954 d:Director1 2022-08-01 2023-07-31 07077954 d:Director1 2023-07-31 07077954 d:Director2 2022-08-01 2023-07-31 07077954 d:Director2 2023-07-31 07077954 d:Director3 2022-08-01 2023-07-31 07077954 d:Director3 2023-07-31 07077954 d:Director4 2022-08-01 2023-07-31 07077954 d:Director4 2023-07-31 07077954 d:Director5 2022-08-01 2023-07-31 07077954 d:Director5 2023-07-31 07077954 d:Director6 2022-08-01 2023-07-31 07077954 d:Director6 2023-07-31 07077954 d:RegisteredOffice 2022-08-01 2023-07-31 07077954 c:CurrentFinancialInstruments 2023-07-31 07077954 c:CurrentFinancialInstruments 2022-07-31 07077954 c:ShareCapital 2022-08-01 2023-07-31 07077954 c:ShareCapital 2023-07-31 07077954 c:ShareCapital 2021-08-01 2022-07-31 07077954 c:ShareCapital 2022-07-31 07077954 c:ShareCapital 2021-08-01 07077954 c:RetainedEarningsAccumulatedLosses 2022-08-01 2023-07-31 07077954 c:RetainedEarningsAccumulatedLosses 2023-07-31 07077954 c:RetainedEarningsAccumulatedLosses 2021-08-01 2022-07-31 07077954 c:RetainedEarningsAccumulatedLosses 2022-07-31 07077954 c:RetainedEarningsAccumulatedLosses 2021-08-01 07077954 d:OrdinaryShareClass3 2022-08-01 2023-07-31 07077954 d:OrdinaryShareClass3 2023-07-31 07077954 d:OrdinaryShareClass3 2022-07-31 07077954 d:OrdinaryShareClass4 2022-08-01 2023-07-31 07077954 d:OrdinaryShareClass4 2023-07-31 07077954 d:OrdinaryShareClass4 2022-07-31 07077954 d:OrdinaryShareClass5 2022-08-01 2023-07-31 07077954 d:OrdinaryShareClass5 2023-07-31 07077954 d:OrdinaryShareClass5 2022-07-31 07077954 d:EntityNoLongerTradingButTradedInPast 2022-08-01 2023-07-31 07077954 d:FRS102 2022-08-01 2023-07-31 07077954 d:Audited 2022-08-01 2023-07-31 07077954 d:FullAccounts 2022-08-01 2023-07-31 07077954 d:PrivateLimitedCompanyLtd 2022-08-01 2023-07-31 07077954 c:Subsidiary1 2022-08-01 2023-07-31 07077954 c:Subsidiary1 1 2022-08-01 2023-07-31 07077954 c:Subsidiary2 2022-08-01 2023-07-31 07077954 c:Subsidiary2 1 2022-08-01 2023-07-31 07077954 c:Subsidiary3 2022-08-01 2023-07-31 07077954 c:Subsidiary3 1 2022-08-01 2023-07-31 07077954 4 2022-08-01 2023-07-31 07077954 6 2022-08-01 2023-07-31 07077954 e:PoundSterling 2022-08-01 2023-07-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 07077954










BABINGTON BUSINESS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2023

 
BABINGTON BUSINESS LIMITED
 

COMPANY INFORMATION


Directors
A Fantham (resigned 29 March 2023)
D Marsh (resigned 16 May 2023)
J Bramley (appointed 16 May 2023)
M Basham (appointed 18 July 2023, resigned 8 February 2024)
M Blackburn (appointed 8 February 2024, resigned 10 June 2024)
T Smith (appointed 31 July 2023)




Registered number
07077954



Registered office
55 Colmore Row

Birmingham

B3 2AA




Independent auditors
PKF Smith Cooper Audit Limited

1 Prospect Place

Millennium Way

Derby

DE24 8HG





 
BABINGTON BUSINESS LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 16


 
BABINGTON BUSINESS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023

The Company is a holding company.
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.

Business review
 
This is an intermediate holding company and details of the Group's business review are set out in Marshal Topco Limited.

Principal risks and uncertainties
 
This is an intermediate holding company and details of the Group's principal risks and uncertainties are set out in Marshal Topco Limited.

Financial key performance indicators
 
This is an intermediate holding company and details of the Group's key performance indicators are set out in Marshal Topco Limited.


This report was approved by the board on 29 July 2024 and signed on its behalf.



J Bramley
Director

Page 1

 
BABINGTON BUSINESS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2023

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

Directors' responsibilities statement

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;

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 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £Nil (2022 - loss £2,168,337).

The directors do not recommend the payment of a dividend (2022: £Nil).

Directors

The directors who served during the year were:

A Fantham (resigned 29 March 2023)
D Marsh (resigned 16 May 2023)
J Bramley (appointed 16 May 2023)
M Basham (appointed 18 July 2023, resigned 8 February 2024)
M Blackburn (appointed 8 February 2024, resigned 10 June 2024)
T Smith (appointed 31 July 2023)

Future developments

There are no significant future developments which the directors believe require disclosure. Significant post  balance events have been disclosed below.

Page 2

 
BABINGTON BUSINESS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

Financial instruments

The Group's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk and liquidity risk. The Group has a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and finance costs. The Group has implemented policies that require appropriate credit checks before a sale is made. The Group maintains loan facilities to ensure the Group has sufficient funds for its operations and investment activities, including hire purchase contracts, loan notes and bank loans.

Engagement with employees

The Group's employment policies have been designed to meet the needs of its business, and follow best practice whilst complying with both current and anticipated legislation. Applied consistently throughout the Group they provide a fair framework within which employees work.
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 or disability.
The Group maintains a policy of regular consultation and discussion with its employees on a wide range of
issues that are likely to affect their interests and ensure that all employees are aware of the financial and
economic performance of their business units and of the Group as a whole.

Disabled employees

The Group gives full and fair consideration to applications for employment by disabled persons. In the event of employees becoming disabled whilst in the service of the Group, every effort is made to continue their
employment by transfer to alternative duties, if required and by provision of such retraining as appropriate.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end, although the G1, G2,  and G3 shares were converted to ordinary £1 shares post year end.

This report was approved by the board on 29 July 2024 and signed on its behalf.
 





J Bramley
Director

Page 3

 
BABINGTON BUSINESS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED
 

Opinion


We have audited the financial statements of Babington Business Limited (the 'Company') for the year ended 31 July 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Company's affairs as at 31 July 2023 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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.


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 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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 4

 
BABINGTON BUSINESS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its 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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
BABINGTON BUSINESS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)


Auditors' 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 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 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 Company and industry, we identify the key laws and regulations affecting the Company which include compliance with ESFA and OFSTED regulations.
We identified that the principal risk of fraud or non-compliance 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 Company 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, 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 6

 
BABINGTON BUSINESS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)


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 2006Our 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.





James Delve (Senior Statutory Auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
1 Prospect Place
Millennium Way
Derby
DE24 8HG

30 July 2024
Page 7

 
BABINGTON BUSINESS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023

2023
2022
Note
£
£

  

Exceptional administrative expenses
 7 
-
(2,168,337)

Operating profit/(loss)
  
-
(2,168,337)

Profit/(loss) for the financial year
  
-
(2,168,337)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 11 to 16 form part of these financial statements.

Page 8

 
BABINGTON BUSINESS LIMITED
REGISTERED NUMBER: 07077954

BALANCE SHEET
AS AT 31 JULY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 8 
2,721,966
2,721,966

  
2,721,966
2,721,966

  

  

Creditors: amounts falling due within one year
 9 
(8,376,795)
(8,376,795)

Net current liabilities
  
 
 
(8,376,795)
 
 
(8,376,795)

Net liabilities
  
(5,654,829)
(5,654,829)


Capital and reserves
  

Called up share capital 
 10 
375,040
375,030

Profit and loss account
 11 
(6,029,869)
(6,029,859)

  
(5,654,829)
(5,654,829)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2024.




J Bramley
Director

The notes on pages 11 to 16 form part of these financial statements.

Page 9

 
BABINGTON BUSINESS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 August 2021
375,030
(3,861,522)
(3,486,492)


Comprehensive income for the year

Loss for the year
-
(2,168,337)
(2,168,337)
Total comprehensive income for the year
-
(2,168,337)
(2,168,337)



At 1 August 2022
375,030
(6,029,859)
(5,654,829)
Total comprehensive income for the year
-
-
-

Capitalisation/bonus issue
-
(10)
(10)

Shares issued during the year
10
-
10


At 31 July 2023
375,040
(6,029,869)
(5,654,829)


The notes on pages 11 to 16 form part of these financial statements.

Page 10

 
BABINGTON BUSINESS LIMITED
 

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

1.


General information

The Company is a limited company and is incorporated in England and Wales and details of its registered office are set out in the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company's functional and presentational currency is GBP. The financial statements have been prepared to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Marshal Topco Limited as at 31 July 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 11

 
BABINGTON BUSINESS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Going concern

The Company has net liabilities of £5,654,829 and is dependent on the on-going support of Group companies.
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 Company therefore continues to adopt the going concern basis in preparing its financial statements.

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.9

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans other third parties, loans to related parties and investments in ordinary shares.
Page 12

 
BABINGTON BUSINESS LIMITED
 

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

2.Accounting policies (continued)


2.9
Financial instruments (continued)



3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are no key areas of judgement or key sources of estimation uncertainty, with the exception of valuation of investments.


4.


Auditors' remuneration



Audit remuneration is borne by another group company.



The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


5.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
2
2


6.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
Page 13

 
BABINGTON BUSINESS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
 
6.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
-
(411,984)


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
411,984

Total tax charge for the year
-
-


Factors that may affect future tax charges

The Group has approximately £74,000 of taxable losses available to offset taxable profits. The deferred tax in respect of these losses has not been recognised, as it remains a contingent asset, until all the factors required for its recognition have been met.


7.


Exceptional items

2023
2022
£
£


Exceptional item - write off of group intercompany debt
-
2,168,337


8.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 August 2022
2,721,966



At 31 July 2023
2,721,966




Page 14

 
BABINGTON BUSINESS LIMITED
 

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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Babington Business College Limited
Ordinary
100
Michael John Training Limited
Ordinary
100
Future Nation Limited
Ordinary
100

The registered office of the subsidiary entities is 55 Colmore Road B3 2AA. All of the subsidiaries are directly owned.


9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
8,376,795
8,376,795



10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares G1 shares of £0.01 each
10
10
1,000 (2022 - 1,000) Ordinary shares G2 shares of £0.01 each
10
10
1,000 (2022 - 1,000) Ordinary shares G3 shares of £0.01 each
10
10
375,000 (2022 - 375,000) Ordinary shares shares of £1.00 each
375,000
375,000
1,000 (2022 - Nil) Ordinary shares G4 shares of £0.01 each
10
-

375,040

375,030

The growth shares are not entitled to participation in dividends and are subordinated on a return on capital to the ordinary shares and in the order of G1, G2 , G3 and G4. They have no entitlement to vote at meetings. The G4 shares were issued on 28 January 2022, but the financial statements have not been restated for these amounts, as they are not material and do not represent a fundamental error.
Subsequent to the year end, the G1-G4 Ordinary shares were converted to ordinary £1 shares.


The G4 shares  were issued at par.


11.


Reserves

Profit and loss account

The profit and loss account consists of the Company's  profits and losses. 

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BABINGTON BUSINESS LIMITED
 

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

12.


Related party transactions

The Company has taken advantage of the exemption available within the FRS102 not to disclose details
of any transactions between itself and its fellow group undertakings on the basis that it is a subsidiary
undertaking where 100% of the voting rights are controlled within the group whose consolidated financial
statements are publicly available.


13.


Controlling party

At 31 July 2023, the immediate parent undertaking is Marshal Bidco Limited, a company incorporated in England and Wales. The parent undertaking of the largest and smallest group for which consolidated accounts are prepared is Marshal Topco Limited, a company incorporated in England & Wales, which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
Marshal Topco Limited is considered to be under the control of funds managed by an affliate of Unigestion SA which is authorised and regulated by the Financial Conduct Authority.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority
shareholder within the ultimate parent entity.


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