Registered number:
FOR THE YEAR ENDED 31 JULY 2023
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BABINGTON BUSINESS LIMITED
COMPANY INFORMATION
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BABINGTON BUSINESS LIMITED
CONTENTS
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BABINGTON BUSINESS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023
The Company is a holding company.
The Group’s principal activities is the nation-wide provision of high quality education and training services, and complimentary managed service and support service offerings to employers.
This is an intermediate holding company and details of the Group's business review are set out in Marshal Topco Limited.
This is an intermediate holding company and details of the Group's principal risks and uncertainties are set out in Marshal Topco Limited.
This is an intermediate holding company and details of the Group's key performance indicators are set out in Marshal Topco Limited.
This report was approved by the board on 29 July 2024 and signed on its behalf.
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BABINGTON BUSINESS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2023
The directors present their report and the financial statements for the year ended 31 July 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
The profit for the year, after taxation, amounted to £Nil (2022 - loss £2,168,337).
The directors do not recommend the payment of a dividend (2022: £Nil).
The directors who served during the year were:
There are no significant future developments which the directors believe require disclosure. Significant post balance events have been disclosed below.
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BABINGTON BUSINESS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
The Group's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk and liquidity risk. The Group has a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and finance costs. The Group has implemented policies that require appropriate credit checks before a sale is made. The Group maintains loan facilities to ensure the Group has sufficient funds for its operations and investment activities, including hire purchase contracts, loan notes and bank loans.
The Group's employment policies have been designed to meet the needs of its business, and follow best practice whilst complying with both current and anticipated legislation. Applied consistently throughout the Group they provide a fair framework within which employees work.
The Group is firmly committed to ensuring that the manner in which it employs staff is fair and equitable. Its equal opportunities policy is designed to ensure that no person or group of individuals will be treated less favourably because of their race, colour, ethnic origin, gender or sexual orientation, age or disability. The Group maintains a policy of regular consultation and discussion with its employees on a wide range of issues that are likely to affect their interests and ensure that all employees are aware of the financial and economic performance of their business units and of the Group as a whole. employment by transfer to alternative duties, if required and by provision of such retraining as appropriate.
There have been no significant events affecting the Company since the year end, although the G1, G2, and G3 shares were converted to ordinary £1 shares post year end.
This report was approved by the board on
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BABINGTON BUSINESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED
We have audited the financial statements of Babington Business Limited (the 'Company') for the year ended 31 July 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
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.
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.
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BABINGTON BUSINESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)
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.
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.
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BABINGTON BUSINESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company which include compliance with ESFA and OFSTED regulations. We identified that the principal risk of fraud or non-compliance with laws and regulations related to: • management bias in respect of accounting estimates and judgements made; • management override of control; • posting of unusual journals or transactions. We focused on those area that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to: • Enquiry of management and those charged with governance/review of correspondence around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud; • Reviewing minutes of meetings of those charged with governance where available; • Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud/ and enquiries with third party advisors about potential claims; • Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; • Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular, analytical procedures to identify any unexpected or unusual relationships that might indicate material misstatement due to fraud. It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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BABINGTON BUSINESS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BABINGTON BUSINESS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
1 Prospect Place
Millennium Way
DE24 8HG
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BABINGTON BUSINESS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023
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BABINGTON BUSINESS LIMITED
REGISTERED NUMBER: 07077954
BALANCE SHEET
AS AT 31 JULY 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 16 form part of these financial statements.
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BABINGTON BUSINESS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
The Company is a limited company and is incorporated in England and Wales and details of its registered office are set out in the company information page.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company's functional and presentational currency is GBP. The financial statements have been prepared to the nearest £.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Marshal Topco Limited as at 31 July 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
The Company has net liabilities of £5,654,829 and is dependent on the on-going support of Group companies.
The directors have prepared forecasts for the Group and Company based on conservative assumptions to the overall performance for the Company for the period to 31 July 2025, including new starts and success rates, as well as on-going cost levels. These forecasts include detailed cash flow forecasts through to 31 July 2025 showing that the Group and Company will have sufficient funds over this period to satisfy all liabilities as they fall due for payment. The Group and Company's cashflow needs will be met from funds committed by Unigestion Direct II SCS-SICAV-RAIF (Compartment -Europe) ("Unigestion") of an additional facility to cover the anticipated cashflow requirements identified by the forecasting exercise, including a contingency for any deviation for actual performance variance to budget. These loans are subject to interest, but signed confirmation has been provided that no interest will be paid nor any capital repayments made on these loans prior to 12 August 2025. As noted above, the Group and Company have received a letter of continued commitment from Unigestion confirming that they will continue to make these funds available to enable the Group and Company to meet its liabilities as they fall due for a period of twelve months from the date of signing of these financial statements. Therefore, the directors consider that they have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans other third parties, loans to related parties and investments in ordinary shares.
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
6.Taxation (continued)
The Group has approximately £74,000 of taxable losses available to offset taxable profits. The deferred tax in respect of these losses has not been recognised, as it remains a contingent asset, until all the factors required for its recognition have been met.
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
The G4 shares were issued at par.
Profit and loss account
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BABINGTON BUSINESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
At 31 July 2023, the immediate parent undertaking is
Marshal Topco Limited is considered to be under the control of funds managed by an affliate of The directors consider that there is no one ultimate controlling party by virtue of there being no majority shareholder within the ultimate parent entity.
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