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Registered number: 02673518










BABINGTON BUSINESS COLLEGE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2023

 
BABINGTON BUSINESS COLLEGE LIMITED
 

COMPANY INFORMATION


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




Registered number
02673518



Registered office
55 Colmore Row

Birmingham

B3 2AA




Independent auditors
PKF Smith Cooper Audit Limited

Prospect House

1 Prospect Place

Millennium Way

Derby

DE24 8HG





 
BABINGTON BUSINESS COLLEGE LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 27

 
BABINGTON BUSINESS COLLEGE LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023

The Directors present the Strategic Report of Babington Business College Limited (the “Company”) for the year-ended 31 July 2023.
Principal activities of the business
Babington seeks to develop better futures for organisations, individuals and the communities in which we operate. We seek to achieve this by supporting organisations and individuals unlock potential and perform at their very best. 
Babington Business College Limited is a national training provider, delivering apprenticeships and commercial training across the UK funded by the Government through the Education and Skills Funding Agency (“ESFA”), Skills Development Scotland (“SDS”) and via a subcontracting agreement, the Department for the Economy Northern Ireland.
Although we’re one of the largest and most established apprenticeship providers in the UK, we’re also an organisation of learning experts. Our national delivery and learner support teams have a diverse range of both education and industry backgrounds, allowing them to draw upon technical expertise and practical experience to provide optimal training solutions and learner engagement.
All Babington’s accredited programmes take a learner-centred and people-focused approach, ensuring active participation in new learning and sought-after skills are well developed. Through hands on activities, collaborative projects and high quality facilitated learning Babington equip learners with the necessary skills and competencies to excel within their respective roles.

Business review
 
During the year ended 31 July 2023, the financial performance of the Company was challenged across each of the Group financial key performance indicators:
• Turnover reduced by 11.9% (£3.1m) from £26.3m in FY22 to £23.2m in FY23;
• Gross margin reduced by 12.5ppts from 43.4% in FY22 to 30.9% in FY23; and
• Adjusted EBITDA reduced by £5.0m from £1.9m in FY22 to £(3.0)m in FY23.
In December 2022, the Company its immediate parent company, Babington Business Limited, and subsidiaries of Babington Business Limited were acquired by an affiliate of Unigestion SA, introducing a new ultimate parent undertaking for the Company of Marshal Topco Limited.
As a result of the poor financial performance of the Group, the business commenced an extensive programme of activities to restructure in June 2023, through a strategic realignment to increase focus, innovation and operational best practice to a streamline set of core programmes.
Whilst the end-to-end programme of restructuring activities is not expected to be completed until early 2025, initial steps taken in June and July 2023 saw the organisation simplify, strengthen and refocus its operations to deliver market-leading learning experiences to support critical skills development aligned to market demand.
As a result, the organisational restructure saw the Company focus on apprenticeships, professional qualifications and commercial programmes across five professional service specialisms: Accountancy, HR and L&D; Leadership & Management, Data and IT, and Business Administration and Customer Services.
Consequently, Babington exited its existing Adult Education Budget (“AEB”) portfolio, including its digital skills bootcamps and sector work academy programme (“SWAP”) courses, as well as its England apprenticeships training offering within Property Services, Financial Services and Insurance; and Retail Apprenticeship Standards.
Despite the move to exit certain Apprenticeship Standards, Babington has remained committed to safeguard and ensure continuity for all current and committed learners across affected programmes. 
 

Page 1

 
BABINGTON BUSINESS COLLEGE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

Post Balance Sheet Events

 In September 2023, aligned to Babington’s commitment to safeguard and ensure continuity for all current and committed learners across affected programmes, Babington entered into an agreement with Davies Group that saw all existing customers and learners in affected Financial Services and Insurance Apprenticeship Standards offered the option to transfer and complete their learning with Davies. 
In January 2024, the Office for Standards in Education (“Ofsted”) awarded Babington ‘Good’ across all five core inspection categories: Quality of education, Behaviour and Attitudes, Personal Development, Leadership and Management and Apprenticeships. 
Subsequently, Babington has received Satisfactory gradings from both an ESFA Funding Assurance Review and SDS Funding Compliance Review conducted in 2024.

Future developments

Despite the financial challenges, the business continues to invest for the long-term and the Directors do not envisage any material change to the Group’s principal activities. As such, the financial statements have been prepared on a going concern basis as set out in the Directors’ Report. 
With almost fifty years’ experience delivering high-impact learning programmes, the business is leveraging its deep foundations, passionate colleagues and quality programmes to successfully execute the planned restructuring activities and return the business to positive and sustainable profitability and growth. 

Key performance indicators
 
The performance of the business is monitored at various levels through a range of operational, commercial and financial metrics. Detailed management financial statements are produced on a monthly basis; analysed by individuals, teams and departments with accountability for the performance.
The key financial performance measures considered by the Board and management are turnover, gross profit, gross margin, EBITDA and Free Cash Flow (“FCF”).
To contextualise the financial performance of the business, other non-financial key performance indicators are monitored by the business, including (but not limited to) learner enrolment volumes by programme, timeliness of learner progression, learner retention and achievement rates, and both learner and customer satisfaction scores

Section 172 Statement
 
It is a requirement that the Directors of the Company act in accordance with Section 172 (1) (a) to (f) of the Companies Act 2006 to promote the success of the Company for the benefit of its members as whole. 
We recognise the critically important role that our employees play in the success of the business and ensure that the health, safety and wellbeing of Babington employees is a top priority of the Board. We also ensure that dealings with learners, customers, suppliers and other stakeholders are fair and transparent, as we recognise that they are a critical factor in the success of the business. 
We behave responsibly and ensure that management operate the business in a responsible manner too, operating within the high standards of business conduct and good governance. The Directors understand that they must act in a way that is most likely to promote the success of the Company for the benefit of its members. 

Page 2

 
BABINGTON BUSINESS COLLEGE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

Principal risks and uncertainties
 
Babington is principally funded by the Government through the Education and Skills Funding Agency (“ESFA”), Skills Development Scotland (“SDS”) and via a subcontracting agreement, the Department for the Economy Northern Ireland. 
As a result, the principal risks and uncertainties affecting the Group are considered to be related to changes to its contractual relationships with these Government Bodies, together with the strength of the UK’s economy and economic outlook and the willingness of employers to enrol and support employees on apprenticeship programmes.
As such, the Directors manage this risk through regular and open dialogue with these funding bodies and through continuously monitoring and adapting to changes in Government policies, priorities and funding availability, and associated changes to the political and regulatory environment.
Due to the complexity of the funding rules within which the Company operates, Babington continues to invest in its funding and compliance team who ensure funding submissions are accurate and complete, whilst also providing guidance and training to colleagues across the business to ensure adherence to funding rules and application of best practice in day-to-day decision making. 
Quality is central to both operational and strategic decision-making, formalised in 2023 by the creation of Quality & Compliance Governance Board, with non-executive chair and representatives to monitor and advise on all aspects of quality and compliance within the business. 


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



J E Bramley
Director
Page 3

 
BABINGTON BUSINESS COLLEGE 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.

Principal activity

Babington Business College Limited is a national training provider, delivering apprenticeships and commercial training across the UK funded by the Government through the Education and Skills Funding Agency (“ESFA”), Skills Development Scotland (“SDS”) and via a subcontracting agreement, the Department for the Economy Northern Ireland.

Results and dividends

The loss for the year, after taxation, amounted to £3,816,292 (2022 - profit £743,928).

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

Directors

The directors who served during the year were:

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

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; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the     Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

Page 4

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

Going concern

Notwithstanding the Company’s operating loss for the year ended 31 July 2023 of £4.0m, the financial statements have been prepared on a going concern basis, which the Directors consider to be appropriate for the following reasons. 
The Directors have prepared detailed profit and loss and cash flow forecasts for the period to 31 July 2025, which forecasts a return to both profitability and cash generation for the Group whilst the funding required to deliver the base case, together with contingency for substantial downside scenarios, has been committed by Unigestion SA. 
Whilst these loans are subject to interest, signed confirmation has been provided that no interest will be paid, nor any capital repayments made, on these loans prior to 12 August 2025. 
Following careful consideration of the assumptions and underlying drivers of the financial information, the Board is satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due. As such, the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis. 

Future developments

Details of future developments and post balance sheet events are outlined in the Strategic Report.

Financial risk management

The principal financial instruments used by the Company comprise bank balances, trade creditors, trade debtors and loans to and from other companies in the Group. The management of these instruments provides finance for the Company’s operations.
As a result, main risks arising from the Company’s financial instruments are credit risk, interest rate risk and liquidity risk. 
Credit Risk
Trade debtors are managed by policies concerning the credit offered to customers and regular monitoring of amounts outstanding for both time and credit limits.
As the principal trade debtors of the Company are the Education and Skills Funding Agency (“ESFA”) and Skills Development Scotland (“SDS”), the risk of significant bad debtors is deemed to be low; however the risk is further mitigated through close scrutiny of the accuracy and completeness of funding claim submissions to reduce potential clawback of funds in future periods.
Liquidity Risk
The Company forecasts cash flows on a weekly basis to monitor the likely cash requirements of the business over a 13-week forecast period. The forecast is used to ensure that there are sufficient funds available within the business to meet amounts as they fall due.
Liquidity is managed through regular monitoring of short-term cash flows as well as medium and long-term scenario planning.
Interest Rate Risk
Interest rate risk is mitigated through loans held by the Company being agreed at a fixed interest rate.

Page 5

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

Engagement with employees

The Company's employment policies have been designed to meet the needs of the Company and follow best practice, whilst complying with all applicable and relevant legislation. These policies are applied consistently throughout the Company and provide a fair and transparent framework within which employees operate.
The Company is firmly committed to ensuring that the manner in which it employs staff is fair and equitable. Its
equal opportunities policy is designed to ensure that no person or group of individuals will be treated less
favourably because of their race, colour, ethnic origin, gender or sexual orientation, age, disability or marital status.
.
The Directors are committed to maintaining a policy of regular communication, consultation and discussion with Company employees on a wide range of issues that are likely to affect their interests, ensuring employees are provided with information on matters of concern to them as employees, including the commercial, operational and financial factors affecting the performance of the Company. 

Disabled employees

The Company is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. As such, the Company 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 Company, all reasonable efforts are made to ensure that they have the opportunity for continued employment with the Company; including transfer to alternative duties if required and by provision of such retraining as appropriate

Engagement with stakeholders

The Directors have placed great importance on maintaining and nurturing relationships with key external stakeholders, including customers, partners, suppliers and others; and the impact of principal decisions taken by the Company during the financial year.

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.

Auditors

Under section 487(2) of the Companies Act 2006PKF Smith Cooper Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





J E Bramley
Director

Page 6

 
BABINGTON BUSINESS COLLEGE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS COLLEGE LIMITED
 

Opinion


We have audited the financial statements of Babington Business College 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 loss 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 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.


Page 7

 
BABINGTON BUSINESS COLLEGE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS COLLEGE 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 , 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 8

 
BABINGTON BUSINESS COLLEGE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS COLLEGE 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 noncompliance with laws and regulations related to:
• management bias in respect of accounting estimates and judgements made;
• management override of control;
• posting of unusual journals or transactions
We focused on those area that could give rise to a material misstatement in the 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  review of  revenue recognition and the useful economic lives of assets /analytical procedures to identify any     unexpected or unusual relationships that might indicate material misstatement due to fraud.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 9

 
BABINGTON BUSINESS COLLEGE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS COLLEGE 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
Prospect House
1 Prospect Place
Millennium Way
Derby
DE24 8HG

30 July 2024
Page 10

 
BABINGTON BUSINESS COLLEGE LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
23,168,073
26,309,018

Cost of sales
  
(16,013,907)
(14,886,561)

Gross profit
  
7,154,166
11,422,457

Administrative expenses
  
(10,626,670)
(9,762,967)

Exceptional administrative expenses
  
(517,342)
(745,253)

Operating (loss)/profit
 5 
(3,989,846)
914,237

Tax on (loss)/profit
  
173,554
(170,309)

(Loss)/profit for the financial year
  
(3,816,292)
743,928

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

The notes on pages 14 to 27 form part of these financial statements.
Page 11

 
BABINGTON BUSINESS COLLEGE LIMITED
REGISTERED NUMBER: 02673518

BALANCE SHEET
AS AT 31 JULY 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
909,737
1,266,403

Tangible fixed assets
 12 
28,935
59,534

  
938,672
1,325,937

Current assets
  

Debtors: amounts falling due after more than one year
 13 
4,538,017
-

Debtors: amounts falling due within one year
 13 
3,013,604
12,500,681

Cash at bank and in hand
 14 
468,845
12,844

  
8,020,466
12,513,525

Creditors: amounts falling due within one year
 15 
(3,833,891)
(4,897,923)

Net current assets
  
 
 
4,186,575
 
 
7,615,602

  

Net assets
  
5,125,247
8,941,539


Capital and reserves
  

Called up share capital 
 17 
105
105

Profit and loss account
 18 
5,125,142
8,941,434

  
5,125,247
8,941,539


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




J E Bramley
Director

The notes on pages 14 to 27 form part of these financial statements.
Page 12

 
BABINGTON BUSINESS COLLEGE 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 (as previously stated)
105
10,478,031
10,478,136

Prior year adjustments
-
(2,280,525)
(2,280,525)


At 1 August 2021 (as restated)
105
8,197,506
8,197,611


Comprehensive income for the year

Profit for the year
-
743,928
743,928
Total comprehensive income for the year
-
743,928
743,928



At 1 August 2022
105
8,941,434
8,941,539


Comprehensive income for the year

Loss for the year
-
(3,816,292)
(3,816,292)
Total comprehensive income for the year
-
(3,816,292)
(3,816,292)


At 31 July 2023
105
5,125,142
5,125,247


The notes on pages 14 to 27 form part of these financial statements.
Page 13

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

1.


General information

The Company is a company limited by shares and is incorporated in England and Wales and details of its registered office are set out in the company information page. The Company's activities are disclosed in the Directors' report.

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 financial statements have been prepared in £ sterling and have been rounded 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..

Page 14

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

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.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue arising from the provision of educational services are recognised over the period of the delivery to a learner. The Company recognises revenue when services have been provided and contract conditions have been met in relation to these services. Therefore, the Company make a provision against revenue for instances where funding has to be returned to the ESFA when certain conditions are not met. 

 
2.5

Operating leases: the Company as lessee

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

Page 15

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

2.Accounting policies (continued)

 
2.10

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.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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 which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
33% straight line

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
10%
Fixtures and fittings
-
20%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

Page 17

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.Financial liabilities are classified according to the substance of the contractual arrangements entered into. 
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 18

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments 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. The key areas of judgment relate to revenue recognition and the useful economic lives of tangible and intangible fixed assets:
Revenue recognition
The Company recognises revenue when services have been provided and contract conditions have been met in relation to these services. Therefore, the Company make a provision against revenue for instances where funding has to be returned to the ESFA when certain conditions are not met.  In prior year, the Company also recognised amounts recoverable in relation to contracts, which are on going at the year end, taking into account the anticipated success rate.There has been a change in accounting policy in respect of this treatment and this asset is no longer recognised. For further details see note 23 to the financial statements.
Useful economic lives of fixed assets 
The annual charges for depreciation and amortisation of tangible and intangible fixed assets are sensitive to changes in the estimated economic useful lives of the asset. These are re-assessed annually and amended when necessary to reflect any changes arising from economic utilisation, future investments and their physical condition. The directors performed an impairment review and this resulted in a prior year adjustment of £505,978. See note 23 for further details.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Provision of education services
23,168,073
26,309,018


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
31,612
43,756

Amortisation of Intangible fixed assets
594,327
614,678

Other operating lease rentals
423,700
392,693

Defined pension contribution
367,616
334,797

Page 19

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
29,500
28,000

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.


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
13,942,044
13,330,473

Social security costs
1,440,976
1,391,894

Cost of defined contribution scheme
367,616
334,797

15,750,636
15,057,164


There were additional salary costs of  £308,993 (2022: £149,659) which have been disclosed within exceptional costs. Also, included in intangible fixed asset additions (see note12 ). £288,837 wages cost have been capitalised during the year (2022: £628,905).

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


        2023
        2022
            No.
            No.







Operational
403
416



Directors
2
2

405
418

Page 20

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
195,165
4,346

Company contributions to defined contribution pension schemes
7,000
-

202,165
4,346


During the year retirement benefits were accruing to 2 directors (2022 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £105,909 (2022 - £NIL).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,000 (2022 - £NIL).


9.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
174,120

Adjustments in respect of previous periods
(174,120)
-


Total current tax
(174,120)
174,120

Deferred tax


Origination and reversal of timing differences
566
9,662

Changes to tax rates
-
(13,473)

Total deferred tax
566
(3,811)


Tax on (loss)/profit
(173,554)
170,309
Page 21

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 21.01% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(3,989,846)
914,237


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.01% (2022 - 19%)
(838,086)
173,705

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,321
10,077

Changes in tax rates
-
(13,473)

Remeasurement of deferred tax for changes in tax rates
(255,961)
-

Adjustments to tax charge in respect of prior periods
(174,120)
-

Non-taxable income
(512,375)
-

Unrelieved tax losses carried forward unrecognised in deferred tax
1,602,517
-

Group relief
1,150
-

Total tax charge for the year
(173,554)
170,309


Factors that may affect future tax charges

There are £6,405,562 of taxable losses which have not been recognised as a deferred tax asset.


10.


Exceptional items

2023
2022
£
£


Exceptional items
517,342
745,253

In the current year, exceptional costs of £110k related to costs exiting premises and software, £309k of payroll costs relating to the restructure and £7k of costs relating to the completion of the group sale. (2022: Exceptional costs related to exciting premises costs and payroll)

Page 22

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

11.


Intangible assets




Development expenditure

£



Cost


At 1 August 2022
3,399,720


Additions
446,985


Disposals
(1,125,125)



At 31 July 2023

2,721,580



Amortisation


At 1 August 2022 (as previously stated)
1,627,339


Prior Year Adjustment
505,978


At 1 August 2022 (as restated)
2,133,317


Charge for the year on owned assets
594,329


On disposals
(915,803)



At 31 July 2023

1,811,843



Net book value



At 31 July 2023
909,737



At 31 July 2022 (as restated)
1,266,403

Intangible fixed asset additions  include £288,837 of wages costs which have been capitalised during the year (2022: £628,905). See note 23 for details in respect of the prior year adjustment.



Page 23

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

12.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost 


At 1 August 2022
1,289
101,294
210,073
312,656


Additions
-
-
3,380
3,380


Disposals
(1,289)
(75,455)
(117,927)
(194,671)



At 31 July 2023

-
25,839
95,526
121,365



Depreciation


At 1 August 2022
528
86,806
165,788
253,122


Charge for the year on owned assets
-
11,670
19,942
31,612


Disposals
(528)
(74,422)
(117,354)
(192,304)



At 31 July 2023

-
24,054
68,376
92,430



Net book value



At 31 July 2023
-
1,785
27,150
28,935



At 31 July 2022
761
14,488
44,285
59,534


13.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
4,538,017
-


As restated
2023
2022
£
£

Due within one year

Trade debtors
1,855,140
2,554,652

Amounts owed by group undertakings
164,953
8,327,253

Other debtors
194,783
294,344

Prepayments and accrued income
743,153
1,268,291

Deferred taxation
55,575
56,141

3,013,604
12,500,681


Page 24

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

14.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
468,845
12,844



15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,608,726
2,405,640

Corporation tax
-
174,120

Other taxation and social security
439,633
553,195

Other creditors
1,443,651
1,681,363

Accruals and deferred income
341,881
83,605

3,833,891
4,897,923


Overdraft facility secured by fixed and floating charges over assets of the company.


16.


Deferred taxation




2023


£






At beginning of year
56,141


Utilised in year
(566)



At end of year
55,575

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
44,760
48,030

Other timing differences
10,815
8,111

55,575
56,141


The expected net reversal of deferred tax assets and liabilities is not expected to be material.
There are £6,405,562 of taxable losses which have not been recognised as a deferred tax asset.
 

Page 25

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



105 (2022 - 105) A Ordinary shares of £1.00 each
105
105



18.


Reserves

Profit and loss account

The profit and loss account consists of the Company's distributable reserves. There are no restrictions on the distribution of the profit and loss account.


19.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £367,616 (2022 - £334,797). Contributions totalling £71,384 (2022 - £74,762) were payable to the fund at the balance sheet date and are included in creditors.


20.


Commitments under operating leases

At 31 July 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
147,864
218,172

Later than 1 year and not later than 5 years
179,410
40,269

327,274
258,441


21.


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.
Key management personnel received emoluments during the year of £602,469. Details of directors' emoluments are included in note 8 to the financial statements.

Page 26

 
BABINGTON BUSINESS COLLEGE LIMITED
 

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

22.


Controlling party

At 31 July 2023, the immediate parent undertaking is Babington Business 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 affiliate of Unigestion SA.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority
shareholder within the ultimate parent entity.



23.


Prior period adjustments

Based on a review of the previous financial statements by the new owners, a decision was taken to change the accounting policies in relation to work in progress and registration prepayments. Therefore these assets have been derecognised on the basis that the method of valuation and related future economic benefits involved a level of estimation, which included considerable judgemental and subjectivity. Therefore, not recognising these assets will provide be a more consistent and accurate basis for reporting.
In addition, the new management performed an impairment review on intangible fixed assets, part of the impairment has been included as a prior year adjustment on the basis that the impairment impacted the opening intangible fixed asset balances, due to when the review was undertaken.

As previously stated
Adjustment
As restated
        £
        £
        £

Work in progress

1,173,226

(1,173,226)

-
 
Prepayments

1,869,610

(601,319)

1,268,291
 
Development expenditure - amortisation b/fwd

(1,627,337)

(505,980)

(2,133,317)
 
Opening reserves

(10,478,031)

2,280,525

(8,197,506)
 
Page 27