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Registered number: 14525348










MARSHAL TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JULY 2023

 
MARSHAL TOPCO LIMITED
 

COMPANY INFORMATION


Directors
Mark Basham (appointed 27 July 2023, resigned 8 February 2024)
Pieter-Jan Frederix (appointed 6 December 2022)
Andreas Georgiades (appointed 6 December 2022)
Michael Kinski (appointed 4 August 2023)
Thomas Smith (appointed 31 July 2023)
David Marsh (appointed 15 December 2022, resigned 23 May 2023)
Adrian Fantham (appointed 15 December 2022, resigned 29 March 2023)
Jennifer Bramley (appointed 8 February 2024)




Registered number
14525348



Registered office
55 Colmore Row

Birmingham

United Kingdom

B3 2AA




Independent auditors
PKF Smith Cooper Audit Limited

1 Prospect Place

Derby

DE24 8HG





 
MARSHAL TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12
Company Balance Sheet
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 37


 
MARSHAL TOPCO LIMITED
 

GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2023

Introduction
 
The Company was incorporated on 6 December 2022 and is a holding company. Its purpose was to acquire a 100% interest in Babington Business Limited and its subsidiaries. 
The Group’s principal activities is the nation-wide provision of high quality education and training services, and complimentary managed service and support service offerings to employers.
 

Business Review
 
During the period ended 31 July 2023, the financial performance of the Group has been challenging across each of the Group financial key performance indicators:
• Turnover;
• Gross margin and
• Adjusted EBITDA.
As a result of the poor financial performance of the Group, the business commenced an extensive programme of activities to restructure in June 2023, through a strategic realignment to increase focus, innovation and operational best practice to a streamline set of core programmes.
Whilst the end-to-end programme of restructuring activities is not expected to be completed until early 2025, initial steps taken in June and July 2023 saw the organisation simplify, strengthen and refocus its operations to deliver market-leading learning experiences to support critical skills development aligned to market demand.
As a result, the organisational restructure saw the Group focus on apprenticeships, professional qualifications and commercial programmes across five professional service specialisms: Accountancy, HR and L&D; Leadership & Management, Data and IT, and Business Administration and Customer Services.
Consequently, the Group exited its existing Adult Education Budget (“AEB”) portfolio, including its digital skills bootcamps and sector work academy programme (“SWAP”) courses, as well as its England apprenticeships training offering within Property Services, Financial Services and Insurance; and Retail Apprenticeship Standards.
Despite the move to exit certain Apprenticeship Standards, the Group has remained committed to safeguard and ensure continuity for all current and committed learners across affected programmes. 

Post Balance Sheet Events

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

Page 1

 
MARSHAL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023

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

 
MARSHAL TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2023

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


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



Jennifer Bramley
Director

Page 3

 
MARSHAL TOPCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JULY 2023

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

Results and dividends

The loss for the period, after taxation, amounted to £21,865,984.

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the period were:

Mark Basham (appointed 27 July 2023, resigned 8 February 2024)
Pieter-Jan Frederix (appointed 6 December 2022)
Andreas Georgiades (appointed 6 December 2022)
Thomas Smith (appointed 31 July 2023)
David Marsh (appointed 15 December 2022, resigned 23 May 2023)
Adrian Fantham (appointed 15 December 2022, resigned 29 March 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; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the     Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

Page 4

 
MARSHAL TOPCO LIMITED
 

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

Going concern

Notwithstanding the Groups operating loss for the period ended 31 July 2023 of £20.6m, the financial statements have been prepared on a going concern basis, which the Directors consider to be appropriate for the following reasons. 
The Directors have prepared detailed profit and loss and cash flow forecasts for the period to 31 July 2025, which forecasts a return to both profitability and cash generation for the Group whilst the funding required to deliver the base case, together with contingency for substantial downside scenarios, has been committed by Unigestion SA. 
Whilst these loans are subject to interest, signed confirmation has been provided that no interest will be paid, nor any capital repayments made, on these loans prior to 12 August 2025. 
Following careful consideration of the assumptions and underlying drivers of the financial information, the Board is satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due. As such, the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis. 

Future developments

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

Financial instruments

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

Page 5

 
MARSHAL TOPCO LIMITED
 

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

Engagement with employees

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

Disabled employees

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

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 Group 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 and the Group'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 and the Group'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.
 





Jennifer Bramley
Director

Page 6

 
MARSHAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED
 

Opinion


We have audited the financial statements of Marshal Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 July 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 Group's and of the parent Company's affairs as at 31 July 2023 and of the Group's loss for the period 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
MARSHAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED (CONTINUED)


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.


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


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
MARSHAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and industry, we identify the key laws and regulations affecting the Group which include compliance with ESFA and OFSTED regulations. 
We identified that the principal risk of fraud or noncompliance with laws and regulations related to:
• management bias in respect of accounting estimates and judgements made;
• management override of control;
• posting of unusual journals or transactions.
We focused on those area that could give rise to a material misstatement in the Group's  financial statements.  
Our procedures included, but were not limited to:
• Enquiry of management and those charged with governance/review of correspondence around actual and   potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; 
• Reviewing minutes of meetings of those charged with governance where available;
• Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations   and fraud/ and enquiries with third party advisors about potential claims;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance   with applicable laws and regulations.
• Performing audit work over the risk of management override of controls, including testing of journal entries  and other adjustments for appropriateness, evaluating the business rationale of significant transactions    outside the normal course of business and reviewing accounting estimates for bias. In particular  review of  revenue recognition , the useful economic lives of assets and the valuation of intangible fixed assets    /analytical procedures to identify any unexpected or unusual relationships that might indicate material    misstatement due to fraud.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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


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


Page 9

 
MARSHAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL TOPCO LIMITED (CONTINUED)


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
Derby
DE24 8HG

30 July 2024
Page 10

 
MARSHAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2023

2023
Note
£

  

Turnover
 4 
13,694,825

Cost of sales
  
(10,067,612)

Gross profit
  
3,627,213

Administrative expenses
  
(9,978,652)

Exceptional administrative expenses
 11 
(14,244,863)

Operating loss
 5 
(20,596,302)

Interest payable and similar expenses
 9 
(2,068,975)

Loss before taxation
  
(22,665,277)

Tax on loss
 10 
799,293

Loss for the financial period
  
(21,865,984)

Loss for the period attributable to:
  

Owners of the parent Company
  
(21,865,984)

  
(21,865,984)

There was no other comprehensive income for 2023.

The notes on pages 18 to 37 form part of these financial statements.

Page 11

 
MARSHAL TOPCO LIMITED
REGISTERED NUMBER: 14525348

CONSOLIDATED BALANCE SHEET
AS AT 31 JULY 2023

2023
Note
£

Fixed assets
  

Intangible assets
 13 
13,858,964

Tangible assets
 14 
28,935

  
13,887,899

Current assets
  

Debtors: amounts falling due within one year
 16 
2,840,797

Cash at bank and in hand
 17 
560,001

  
3,400,798

Creditors: amounts falling due within one year
 18 
(13,301,403)

Net current liabilities
  
 
 
(9,900,605)

Creditors: amounts falling due after more than one year
 19 
(24,447,898)

Provisions for liabilities
  

Deferred taxation
 21 
(1,122,990)

  
 
 
(1,122,990)

Net liabilities
  
(21,583,594)


Capital and reserves
  

Called up share capital 
 22 
258,940

Share premium account
 23 
23,450

Profit and loss account
 23 
(21,865,984)

  
(21,583,594)


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




Jennifer Bramley
Director

The notes on pages 18 to 37 form part of these financial statements.

Page 12

 
MARSHAL TOPCO LIMITED
REGISTERED NUMBER: 14525348

COMPANY BALANCE SHEET
AS AT 31 JULY 2023

2023
Note
£

Fixed assets
  

Investments
 15 
225,095

  
225,095

Current assets
  

Debtors: amounts falling due after more than one year
 16 
48,625

Debtors: amounts falling due within one year
 16 
13,712

  
62,337

Creditors: amounts falling due within one year
 18 
(130,804)

Net current liabilities
  
 
 
(68,467)

Total assets less current liabilities
  
156,628

  

  

Net assets
  
156,628


Capital and reserves
  

Called up share capital 
 22 
258,940

Share premium account
 23 
23,450

Profit and loss account
 23 
(125,762)

  
156,628


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


Jennifer Bramley
Director

The notes on pages 18 to 37 form part of these financial statements.

Page 13

 
MARSHAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(21,865,984)
(21,865,984)
Total comprehensive income for the period
-
-
(21,865,984)
(21,865,984)


Contributions by and distributions to owners

Shares issued during the period
258,940
23,450
-
282,390


Total transactions with owners
258,940
23,450
-
282,390


At 31 July 2023
258,940
23,450
(21,865,984)
(21,583,594)

The notes on pages 18 to 37 form part of these financial statements.

Page 14

 
MARSHAL TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(125,762)
(125,762)
Total comprehensive income for the period
-
-
(125,762)
(125,762)


Contributions by and distributions to owners

Shares issued during the period
258,940
23,450
-
282,390


At 31 July 2023
258,940
23,450
(125,762)
156,628

The notes on pages 18 to 37 form part of these financial statements.

Page 15

 
MARSHAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JULY 2023

2023
£

Cash flows from operating activities

Loss for the financial period
(21,865,984)

Adjustments for:

Amortisation of intangible assets
2,958,780

Depreciation of tangible assets
17,603

Impairments of fixed assets
13,880,861

Loss on disposal of intangible assets
332,753

Interest paid
2,068,975

Taxation charge
(799,293)

Decrease in debtors
898,105

(Decrease)/increase in creditors
(221,850)

Net cash generated from operating activities

(2,730,050)


Cash flows from investing activities

Purchase of tangible fixed assets
(3,380)

Purchase acquistion costs
(26,903,774)

Overdraft acquired
(374,118)

Net cash from investing activities

(27,281,272)

Cash flows from financing activities

Issue of ordinary shares
236,960

New loans
8,250,000

Other new loans
22,084,363

Net cash used in financing activities
30,571,323

Net increase in cash and cash equivalents
560,001

Cash and cash equivalents at the end of period
560,001


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
560,001


The notes on pages 18 to 37 form part of these financial statements.

Page 16

 
MARSHAL TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 JULY 2023




Cash flows
Other non-cash changes
At 31 July 2023
£

£

£

Cash at bank and in hand

560,001

-

560,001

Debt due after 1 year

(22,084,363)

(738,620)

(22,822,983)

Debt due within 1 year

(8,250,000)

-

(8,250,000)


(29,774,362)
(738,620)
(30,512,982)

The notes on pages 18 to 37 form part of these financial statements.

Page 17

 
MARSHAL TOPCO LIMITED
 

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

1.


General information

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

2.Accounting policies

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Group's functional and presentation current is GBP. The financial statements have been prepared to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18

 
MARSHAL TOPCO LIMITED
 

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

2.Accounting policies (continued)

 
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 Group and 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 Group 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 Group 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 Group recognises revenue when services have been provided and contract conditions have been met in relation to these services. Therefore, the Group 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 Group as lessee

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

Page 19

 
MARSHAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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 range from 3 to 6 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

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

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.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 20

 
MARSHAL TOPCO LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period 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 and the Group operate and generate 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.

 
2.13

Exceptional items

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

Page 21

 
MARSHAL TOPCO LIMITED
 

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

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

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:

Customer relationships
-
Based on original expected cashflows at acquisition
Website content and development
-
3
years
Goodwill
-
10
years
Orderbook
-
Based on original expected cashflows at acquisition
Brand
-
10
years

 
2.15

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:

Short-term leasehold property
-
10%
Fixtures and fittings
-
20%
Office 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.

Page 22

 
MARSHAL TOPCO LIMITED
 

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

2.Accounting policies (continued)

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

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.

 
2.19

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.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

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

 
2.21

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 23

 
MARSHAL TOPCO LIMITED
 

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

2.Accounting policies (continued)

 
2.22

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 24

 
MARSHAL TOPCO LIMITED
 

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

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. The key areas of judgment relate to revenue recognition and the useful economic lives of intangible fixed assets.
Revenue Recognition
The Group recognises revenue when services have been provided and contact conditions have been met in relation to these services. Therefore, the company make a provision against revenue for instances where funding has to be returned to the ESFA when certain conditions are not met. 
Useful economic lives of intangible fixed assets
The annual charges for depreciation and amortisation of tangible fixed assets are sensitive to changes in the estimated economic useful lives of the asset. These are re-assessed annually and amended when necessary to reflect any changes arising from economic utilisation, future investments and their physical condition. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining what cashflow is directly related to the potentially impaired asset, the useful life over which cash flows will occur and their amount. Estimates of future cash flows and the selection of appropriate rates of amortisation relating to particular assets of groups of assets involve the exercise of a significant amount of judgment. Further detail of the basis used is set out below.
Intangible fixed assets - valuation and impairment
Initial valuation
Intangible fixed assets consist of goodwill arising on business combinations and has been analysed into key intangible assets which meet the criteria for recognition under FRS102, being either separable of arising from contractual or other legal rights. These have been identified as Brand, Order book, Customer relationship , Website content and development and the balance is goodwill.
The Brand has been valued on an Relief from Royalty method using an average royalty rate of 2% based on forecast revenues and discounted back at a weighted average cost rate plus a 3% risk premium.
The Order book has been valued on the Multi-period excess earnings approach, where the asset is valued by taking the total future economic benefits, i.e. the associated profit being expected revenue less expenses and deducting contributory asset charges, with residual income being discounted back to the valuation date. 
Customer relationships have also been valued on the Multi - period excess earnings approach as noted for the Order book.
Website content and development is a cost approach and the reproduction method has been used. The asset has been valued based on the costs to rebuild the course content and the platform these are delivered on.
The difference between the fair value of the purchase price less the fair value of the assets acquired, after deduction the value of the Brand, Order book, Customer relationships and Website content and development relates to goodwill.
Impairment
A review of the carrying value of Intangible assets was conducted at the year end. For the Order book and Customer relationships, the Multi Period Excess Earnings Method was applied using updated assumptions to calculate value in use, The remaining assets were assessed as being part of a single cash generating unit with the impairment being allocated to goodwill in line with FRS102. Details of the impairment are included in note 13 to the financial statements.

Page 25

 
MARSHAL TOPCO LIMITED
 

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

4.


Turnover

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


2023
£

Provision of educational services
13,694,825


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

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

2023
£

Other operating lease rentals
423,700


6.


Auditors' remuneration

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


2023
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
49,535

Page 26

 
MARSHAL TOPCO LIMITED
 

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

7.


Employees

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


Group
Company
2023
2023
£
£


Wages and salaries
8,863,042
25,666

Social security costs
917,947
3,355

Cost of defined contribution scheme
233,913
168

10,014,902
29,189


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



Group
Company
        2023
        2023
            No.
            No.







Directors
5
5



Operational
403
-

408
5


8.


Directors' remuneration

2023
£

Directors' emoluments
170,111

Group contributions to defined contribution pension schemes
3,168

173,279


During the period retirement benefits were accruing to 3 directors in respect of defined contribution pension schemes.


9.


Interest payable and similar expenses

2023
£


Other loan interest payable
2,068,975

Page 27

 
MARSHAL TOPCO LIMITED
 

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

10.


Taxation


2023
£

Corporation tax


Adjustments in respect of previous periods
(179,464)


Total current tax
(179,464)

Deferred tax


Origination and reversal of timing differences
(619,829)

Total deferred tax
(619,829)


Tax on loss
(799,293)

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 21.95%. The differences are explained below:

2023
£


(Loss)/profit on ordinary activities before tax
(22,665,277)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.95%
(4,975,028)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
2,444,153

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
730,792

Movement in deferred tax not recognised
2,207,164

Remeasurement of deferred tax between average rate and closing rate
(514,535)

Adjustments to tax charge in respect of prior periods
(179,464)

Non-taxable income
(512,375)

Total tax charge for the period
(799,293)


Factors that may affect future tax charges

The Group has unrelieved corporation tax losses carried forward of approximate £6.8 million . No asset is recognised in respect of these losses until it is probable that they will be recovered against the reversal of deferred tax liabilities of other future taxable profits.  In addition, a timing difference of £2,072,170 has not been recognised as a deferred tax asset, on the basis that it would relate to potential taxable losses.

Page 28

 
MARSHAL TOPCO LIMITED
 

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

11.


Exceptional items

2023
£


Exceptional costs
364,002

Impairment of intangible fixed assets
13,880,861

14,244,863

In the current year, exceptional costs of £94k related to costs exiting premises and software, £264k of payroll costs relating to the restructure and £6k of costs relating to the completion of the group sale.
For further details regarding the impairment of intangible fixed asset, see note 13.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £125,762.


13.


Intangible assets

Group 




Customer relationships
Website content and development
Order book
Brand
Goodwill
Total

£
£
£
£
£
£



Cost


Additions
1,045,353
1,899,100
699,737
3,551,650
23,833,151
31,028,991


Disposals
-
(330,386)
-
-
-
(330,386)



At 31 July 2023

1,045,353
1,568,714
699,737
3,551,650
23,833,151
30,698,605



Amortisation


Charge for the period on owned assets
425,917
372,359
449,904
221,857
1,488,743
2,958,780


Impairment charge
481,341
-
198,775
-
13,200,745
13,880,861



At 31 July 2023

907,258
372,359
648,679
221,857
14,689,488
16,839,641



Net book value



At 31 July 2023
138,095
1,196,355
51,058
3,329,793
9,143,663
13,858,964

Page 29

 
MARSHAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2023
 
           13.Intangible assets (continued)

A review of the carrying value of Intangible assets was conducted at the year end. For the Order book and Customer relationships, the Multi Period Excess Earnings Method was applied using updated assumptions to calculate value in use, The remaining assets were assessed as being part of a single cash generating unit with the impairment being allocated to goodwill in line with FRS102.
The disposals in website content and development relate to courses which have been discontinued post acquisition.




14.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost 


Additions
-
-
3,380
3,380


Acquisition of subsidiary
1,289
101,294
210,073
312,656


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



At 31 July 2023

-
25,839
95,526
121,365



Depreciation


Charge for the period on owned assets
-
6,498
11,105
17,603


Transfers intra group
528
91,978
174,625
267,131


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

Page 30

 
MARSHAL TOPCO LIMITED
 

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

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
225,095



At 31 July 2023
225,095






Net book value



At 31 July 2023
225,095


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Marshal Midco Limited
Ordinary
100%
Marshal Bidco Limited
Ordinary
100%
Babington Business Limited
Ordinary
100%
Babington Business College Limited
Ordinary
100%
Michael John Training Limited
Ordinary
100%
NCFSL Limited
Ordinary
100%
Future Nation Limited
Ordinary
100%
Marshal Nominees Limited
Ordinary
100%

Only Marshal Midco Limited is directly owned by the Company, all of the other subsidiaries are held indirectly. The registered office for all of the subsidiary entities is 55 Colmore Row Birmingham 

Page 31

 
MARSHAL TOPCO LIMITED
 

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

16.


Debtors

Group
Company
2023
2023
£
£


Amounts owed by group undertakings
-
48,625


Group
Company
2023
2023
£
£


Trade debtors
1,855,140
-

Other debtors
242,504
13,712

Prepayments and accrued income
743,153
-

2,840,797
13,712



17.


Cash and cash equivalents

Group
2023
£

Cash at bank and in hand
560,001



18.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Other loans (see note 20)
8,250,000
-

Trade creditors
2,279,306
75,796

Amounts owed to group undertakings
-
37,300

Other taxation and social security
449,083
9,208

Other creditors
1,444,693
-

Accruals and deferred income
878,321
8,500

13,301,403
130,804


Page 32

 
MARSHAL TOPCO LIMITED
 

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

19.


Creditors: Amounts falling due after more than one year

Group
2023
£

Other loans
22,822,983

Accruals and deferred income
1,624,915

24,447,898


The loan notes due after more than 5 years have a maturity date of 14 December 2029. The interest is accruing at 11% per annum and is payable quarterly in arrears. As allowed under the terms of the loan agreement, the Company has elected not to pay any interest until the loan is repaid and this has been shown as a long term creditor in accruals and deferred income. The loan notes are unsecured.


20.


Loans


Analysis of the maturity of loans is given below:


Group
2023
£

Amounts falling due within one year

Other loans
8,250,000



Amounts falling due after more than 5 years

Other loans
22,822,983

31,072,983


Page 33

 
MARSHAL TOPCO LIMITED
 

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

21.


Deferred taxation


Group



2023


£






Acquired
56,401


Arising on business combinations intangibles
(1,798,960)


Utilised in year
619,569



At end of year
(1,122,990)

The deferred taxation balance is made up as follows:

Group
2023
£

Accelerated capital allowances
44,760

Other timing differences
11,075

On Intangibles
(1,178,825)

(1,122,990)


The expected net reversal of deferred tax assets and liabilities is not expected to be material.
There are £6,756,907 of taxable losses which have not been recognised as a deferred tax asset. In addition, a timing difference of £2,072,170 has not been recognised as a deferred tax asset, on the basis that it would relate to potential taxable losses.


22.


Share capital

2023
£
Allotted, called up and fully paid


7,462 B1 Ordinary shares of £1.00 each
7,462
26,383 C1 Ordinary shares of £1.00 each
26,383
225,095 A1 Ordinary shares of £1.00 each
225,095

258,940


On incorporation, 225,095 A1 ordinary shares, 26,383 C1 ordinary shares and 7,462 B1 ordinary shares were issue at par.

Page 34

 
MARSHAL TOPCO LIMITED
 

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

23.


Reserves

Share premium account

Includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. This reserve is non-distributable.

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.


24.
 

Business combinations

On the 15 December 2022, the Group acquired 100% of Babington Business Limited and its subsidiary undertakings, Babington Business College Limited and Future Nation Limited (Babington Business Group)

Acquisition of Babington Business Group

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
45,525
-
45,525

Intangible
1,000,875
6,194,966
7,195,841

1,046,400
6,194,966
7,241,366

Current Assets

Debtors
3,795,042
-
3,795,042

Cash at bank and in hand
(374,118)
-
(374,118)

Total Assets
4,467,324
6,194,966
10,662,290

Creditors

Due within one year
(5,008,657)
-
(5,008,657)

Deferred taxation
45,403
(1,844,363)
(1,798,960)

Total Identifiable net (liabilities)/assets
(495,930)
4,350,603
3,854,673


Goodwill
23,833,151

Total purchase consideration
27,687,824

Page 35

 
MARSHAL TOPCO LIMITED
 

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

24.Business combinations (continued)

Consideration

£


Cash
24,380,705

Equity instruments
784,050

Directly attributable costs
2,523,069

Total purchase consideration
27,687,824

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
24,380,705

Directly attributable costs
2,523,069

26,903,774

Less: Cash and cash equivalents acquired (bank overdraft)
374,118

Net cash outflow on acquisition
27,277,892

The fair value adjustments  relate to the assessment of attributable values to Intangible fixed assets following the acquisition. These intangibles fixed assets include the Brand  £3,552k, the Order Book £700k , Customer relationships £1,045k and Website content and development £1,899k  with the balance being attributable to goodwill. Deferred tax on these assets has been calculated in line with FRS102.
An impairment review of intangible fixed assets was undertaken and further detail is included in note 13 to the financial statements. 
The  results of the Babington Business Group since acquisition are those for the Group as a whole, as theCcompany and Group did not trade prior to the acquisition.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £371,573. Contributions totalling £71,384 were payable to the fund at the balance sheet date.

Page 36

 
MARSHAL TOPCO LIMITED
 

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

26.


Commitments under operating leases

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


Group
2023
£

Not later than 1 year
147,864

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

327,274

27.


Related party transactions

The Company has taken advantage of the exemption available within the FRS 102 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 consolidation financial statements are publicly available. 
During the period, interest payable to amounts owed to related group undertakings totalled £2,028,340 and was outstanding at 31 July 2023. There were £22,284,363 outstanding loan notes due to these group undertakings at 31 July 2023.  During the year, there was £40,635  of interest accrued on directors and key management loan notes and this was outstanding at the year end. Total loan notes outstanding due to directors and key management at the 31 July 2023 were £738,620. 
Key management personnel received emoluments during the year of £498,165. Details of directors' emoluments are included in note 8 to the financial statements.


28.


Controlling party

Marshal Topco Limited is considered to be under the control of funds managed by an affiliate of Unigestion SA.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority
shareholder within the ultimate parent entity.

Page 37