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Registered number: 14525398










MARSHAL MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JULY 2023

 
MARSHAL MIDCO LIMITED
 

COMPANY INFORMATION


Directors
Mark Basham (appointed 21 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)
Jennifer Bramley (appointed 8 February 2024)
David Marsh (appointed 17 January 2023, resigned 23 May 2023)
Adrian Fantham (appointed 17 March 2023, resigned 29 March 2023)




Registered number
14525398



Registered office
55 Colmore Row

Birmingham

England

B3 2AA




Independent auditors
PKF Smith Cooper Audit Limited

Prospect House

1 Prospect Place

Derby

DE24 8HG





 
MARSHAL MIDCO LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20


 
MARSHAL MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2023

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

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

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


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



Jennifer Bramley
Director

Page 1

 
MARSHAL MIDCO 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.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Results and dividends

The loss for the period, after taxation, amounted to £13,914,120.

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the period were:

Mark Basham (appointed 21 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 17 January 2023, resigned 23 May 2023)
Adrian Fantham (appointed 17 March 2023, resigned 29 March 2023)

Future developments

There are no future developments which require reporting.

Page 2

 
MARSHAL MIDCO LIMITED
 

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

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Company since the year end.

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 3

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO LIMITED
 

Opinion


We have audited the financial statements of Marshal Midco Limited (the 'Company') for the period 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 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO 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 period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO 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 for trading subsidiary entities.
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, the     valuation of intercompany debtors as well as performing analytical procedures to identify any unexpected   or unusual relationships that might indicate material misstatement due to fraud.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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


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


Page 6

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO 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
Derby
DE24 8HG

30 July 2024
Page 7

 
MARSHAL MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2023

Period ended
31 July
2023
Note
£

  

Administrative expenses
  
(3,800)

Exceptional administrative expenses
  
(13,880,861)

Operating (loss)/profit
  
(13,884,661)

Interest receivable and similar income
 6 
2,042,711

Interest payable and similar expenses
 7 
(2,072,170)

(Loss)/profit before tax
  
(13,914,120)

(Loss)/profit for the financial period
  
(13,914,120)

There was no other comprehensive income for 2023.

The notes on pages 11 to 20 form part of these financial statements.

Page 8

 
MARSHAL MIDCO LIMITED
REGISTERED NUMBER: 14525398

BALANCE SHEET
AS AT 31 JULY 2023

2023
Note
£

Fixed assets
  

Investments
 10 
225,095

  
225,095

Current assets
  

Debtors: amounts falling due after more than one year
 11 
17,230,263

Debtors: amounts falling due within one year
 11 
2,050,000

  
19,280,263

Creditors: amounts falling due within one year
 12 
(8,697,860)

Net current assets
  
 
 
10,582,403

Total assets less current liabilities
  
10,807,498

Creditors: amounts falling due after more than one year
 13 
(24,496,523)

  

Net (liabilities)/assets
  
(13,689,025)


Capital and reserves
  

Called up share capital 
 15 
225,095

Profit and loss account
 16 
(13,914,120)

  
(13,689,025)


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 11 to 20 form part of these financial statements.

Page 9

 
MARSHAL MIDCO LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(13,914,120)
(13,914,120)
Total comprehensive income for the period
-
(13,914,120)
(13,914,120)


Contributions by and distributions to owners

Shares issued during the period
225,095
-
225,095


Total transactions with owners
225,095
-
225,095


At 31 July 2023
225,095
(13,914,120)
(13,689,025)

The notes on pages 11 to 20 form part of these financial statements.

Page 10

 
MARSHAL MIDCO 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 activity of the Company is disclosed in 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 Company's functional and presentational currency is £ sterling and the financial statements are rounded to the nearest £.

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 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).

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

 
2.3

Exemption from preparing consolidated financial statements

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

Page 11

 
MARSHAL MIDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Going concern

The Company has net liabilities of £13,689,025 and is reliant upon the on-going support of Group companies.
The directors have prepared forecasts for the Group and Company based on conservative assumptions to the overall performance for the Company for the period to 31 July 2025, including new starts and success rates, as well as on-going cost levels. These forecasts  include detailed cash flow forecasts through to 31 July 2025 showing that the Group and Company will have sufficient funds over this period to satisfy all liabilities as they fall due for payment. The Group and Company's cashflow needs will be met from funds committed by Unigestion Direct II SCS-SICAV-RAIF (Compartment -Europe) ("Unigestion") of an additional facility to cover the anticipated cashflow requirements identified by the forecasting exercise, including a contingency for any deviation for actual performance variance to budget.   These loans are subject to interest, but signed confirmation has been provided that no interest will be paid nor any capital repayments made on these loans prior to 12 August 2025. 
As noted above, the Group and Company have received a letter of continued commitment from Unigestion confirming that they will continue to make these funds available to enable the Group and  Company to meet its liabilities as they fall due for a period of twelve months from the date of signing of these financial statements. Therefore, the directors consider that they have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due.
The Company therefore continues to adopt the going concern basis in preparing its financial statements.

 
2.5

Interest income

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

 
2.6

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.

 
2.7

Borrowing costs

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

Page 12

 
MARSHAL MIDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.8

Taxation

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.

 
2.9

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

 
2.12

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.

 
2.13

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.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are
Page 13

 
MARSHAL MIDCO LIMITED
 

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

2.Accounting policies (continued)


2.13
Financial instruments (continued)

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.

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 Company after the deduction of all its liabilities.

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.

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.


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. There are no significant areas of estimation of judgment, with the exception of the provision against intercompany debtors.

Page 14

 
MARSHAL MIDCO LIMITED
 

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

4.


Auditors' remuneration

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


Period ended
31 July
2023
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
1,250


5.


Employees




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


     Period ended
        31 July
        2023
            No.






Directors
5


6.


Interest receivable

Period ended
31 July
2023
£


Other interest receivable
2,042,711


7.


Interest payable and similar expenses

Period ended
31 July
2023
£


Other loan interest payable
2,072,170

Page 15

 
MARSHAL MIDCO LIMITED
 

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

8.


Taxation


Period ended
31 July
2023
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on (loss)/profit
-

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 22.08%. The differences are explained below:

Period ended
31 July
2023
£


(Loss)/profit on ordinary activities before tax
(13,914,120)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.08%
(3,072,238)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,064,896

Remeasurement of deferred tax for changes in tax rates
(60,598)

Movement in deferred tax not recognised
518,042

Group relief
(450,102)

Total tax charge for the period
-


Factors that may affect future tax charges

There is an unrecognised deferred tax asset of £518,042. This is a timing difference, which has not been recognised as, on reversal, would result in taxable losses.

Page 16

 
MARSHAL MIDCO LIMITED
 

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

9.


Exceptional items

Period ended
31 July
2023
£


Provision against intercompany debtor
13,880,861


10.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


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

Principal activity

Class of shares

Holding

Marshal Bidco Limited
Holding Company
Ordinary
100%
Babington Business Limited
Holding Company
Ordinary
100%
Babington Business College Limited
Provision of training services
Ordinary
100%
Michael John Training Limited
Dormant
Ordinary
100%
Future Nation Limited
Provision of training services
Ordinary
100%
NCFSL Limited
Dormant
Ordinary
100%

The registered office of the above subsidiaries is 55 Colmore Row Birmingham B3 2AA. Marshal Bidco Limited is directly owned and all of the other subsidiaries are indirectly owned.



 

Page 17

 
MARSHAL MIDCO LIMITED
 

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

11.


Debtors

2023
£

Due after more than one year

Amounts owed by group undertakings
17,230,263


The intercompany balance has a maturity date of 14 December 2029, or a later date if agreed between the Company and its immediate subsidiary. The interest is accruing at 11% per annum and is payable quarterly in arrears. As allowed under the terms of the loan agreement, the Subsidiary has elected not to pay any interest until the loan is repaid.
The total intercompany balance is £31,111,124 and a provision of £13,880,861 has been made against this debt.

2023
£

Due within one year

Amounts owed by group undertakings
2,050,000



12.


Creditors: Amounts falling due within one year

2023
£

Loan notes (see note 14)
8,250,000

Accruals and deferred income
447,860

8,697,860



13.


Creditors: Amounts falling due after more than one year

2023
£

Loan notes (see note 14)
22,822,983

Amounts owed to group undertakings
48,625

Accruals and deferred income
1,624,915

24,496,523


Page 18

 
MARSHAL MIDCO LIMITED
 

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

14.


Loans


Analysis of the maturity of loans is given below:


2023
£

Amounts falling due within one year

Loan notes
8,250,000


Amounts falling due after more than 5 years

Loan notes
22,822,983

31,072,983


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.


15.


Share capital

2023
£
Allotted, called up and fully paid


225,095 Ordinary shares of £1.00 each
225,095


1 ordinary share was issued at par on 6 December 2022 and a further 225,094 were issued at par on 15 December 2022.


16.


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.


17.


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. 

Page 19

 
MARSHAL MIDCO LIMITED
 

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

18.


Controlling party

The Company's immediate parent company is Marshal Topco Limited, the parent undertaking of the largest and smallest group for which consolidated accounts are prepared is a company incorporated in England and Wages. Consolidated accounts 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.


Page 20