Registration number:
for the
Year Ended 31 December 2023
N Family Holdings Ltd
Contents
Company Information |
|
Directors' Report |
|
Strategic Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
N Family Holdings Ltd
Company Information
Directors |
A Balta P Sunderland P G K-Y Bachmann S Carter J P E Temple C A Edmund |
Registered office |
|
Auditors |
|
N Family Holdings Ltd
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year were as follows:
Principal activity
The principal activity of the Company is that of a holding company and central head office function for the group. The principal activity of the group is the provision of early years education.
Fair review of the business
The results for the period which are set out in the consolidated profit and loss account show a turnover of £41.0m (2022 - £26.3m) and an operating loss of £7.4m (2022 - £7.7m). At 31 December 2023, the group had total assets less current liabilities of £61.9m (2022 - £47.1m). The directors consider the performance for the period and the financial position at the period end to be satisfactory.
Within the operating loss of £7.4m there are non-cash costs of £4.8m for depreciation and amortisation. There were also one-off costs associated with the refinancing of lending in December 2023.
Financial instruments
Objectives and policies
The directors constantly monitor the group's trading results and revised projections as appropriate to ensure that the group can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The group's loan financing is subject to price and liquidity risk as disclosed in note 17 to the financial statements, with a two-year interest rate hedge put in place in early 2024. The group has sufficient resources available, and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Principal risks and uncertainties
The management of the business and the execution of the strategy of the group are subject to a number of risks. They key business risks and uncertainties affecting the group are considered to relate to competition from local providers of early years education.
N Family Holdings Ltd
Directors' Report for the Year Ended 31 December 2023
Directors' statement of compliance with duty to promote the success of the Group
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders including customers, suppliers and shareholders, the impact of its activities on the community, the environment and the Company’s reputation for good business conduct when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.
The Directors continually assess the impact on these stakeholders when determining strategy and making business decisions. The general engagement and relations with key stakeholders is achieved by:
•Regular visits by Directors and senior management team to nurseries to meet with team members and discuss elements of strategy and issues relevant to them;
•Clear policies in place regarding equal opportunities with anonymous whistleblowing procedures available and promoted to all team members and other stakeholders;
•Structured communication to customers through nursery managers and teams;
•Quarterly Impact Committee meeting;
•Formal meetings with shareholders on a bi-monthly basis with set agenda items.
Careful consideration of the impact of key decisions on the different stakeholder groups is carried out by the Board. During the year, the key decisions taken continued to be focused on commitments under B Corporation membership and the delivery of the agreed company strategy.
Employment of disabled persons
Inclusion and belonging are at the heart of the group's talent strategy and applications for employment from disabled candidates are always fully considered and focus on the aptitudes of the candidate concerned. In the event of team members becoming disabled, where possible, reasonable adjustments are made to ensure that their employment within the company continues, support is provided and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other team members.
Employee involvement
Team happiness is a core value within the group's business strategy and listening to team members is fundamental to enabling this. The group’s policy is to listen, consult and discuss with team members on matters likely to affect their interests. Listening forums, elected team member representatives, meetings, surveys, and a non-hierarchical culture are some of the modes used to ensure this happens. Information on matters of concern to team members is provided through information bulletins, video messages, company meetings and podcasts, which seek to achieve a common awareness on the part of all team members of the financial and economic factors affecting the group’s performance.
Future developments
The group has a good pipeline of future site openings and funding is in place to enable this continued growth.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
N Family Holdings Ltd
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Business overview
N Family Club ("the Group") operates high-quality children's nurseries in London, the Home Counties and the West Midlands. As of 31 December 2023, the Group operated 31 nurseries (2022 : 23) with a capacity of 2,847 full-time equivalent ("FTE") child places, an increase of 48% on the previous year.
The Group has delivered strong financial growth despite the challenging macroeconomic environment, with mature nurseries maintaining occupancy of over 90% through the year, and new nurseries increasing occupancy in line with expectations. Successful team recruitment has been underpinned by an award-winning careers site with our highest-ever number of applications received from those who want to join N Family Club.
The Group completed a full debt refinance in December 2023 and has the support in place to continue to grow and offer a sector-leading customer and child experience to more children in the coming years.
Strategy and business model
The core vision of the Group is to be the highest quality, and most loved, early years education group in the UK. The N Family Club offering ensures a focus on delivering an excellent early education for children, great customer service for their families, enabled by a sector-leading package of pay and benefits for our team members. This is underpinned by our focus on "Safety First" delivered by all teams through in-depth training, strong culture of behavioural safety alongside a rigorous Health & Safety audit programme.
The Group's business model is strong, with consistently strong occupancy achieved through operational excellence. This is allied with continual review and optimisation of our cost base to ensure strong unit economics, cash flow conversion and return on capital (ROCE).
Continued progression on key metrics
The Group’s key performance indicators (“KPIs”) continue to be in line with our stretching targets, which is particularly pleasing while the Group adds more nurseries to the N family.
We always put safety first, with a strong behavioural culture of shared responsibility across all our team members. This is underpinned by comprehensive training, an internal audit programme which has seen the highest average score achieved to date, an investment in a new safety system to give improved clarity and tracking, and a risk governance board supported by sector experts.
On customer happiness, Group nPS scores have been maintained at sector-leading levels with a focused programme of customer feedback giving over 2,000 individual survey responses, supporting the Group in driving continual review and improvement. Our nurseries also perform strongly on external customer satisfaction measures, for example, Day Nurseries (the sectors online review platform) , where our highest number of nurseries placed top in their region.
The Group’s education quality is evidenced by remaining top of the Nursery World table of Ofsted gradings for the second year in a row. The nursery teams strive for excellence every day, and it is positive that Ofsted inspectors reflect this in their inspection gradings and reports. In 2023, the Group has continued to invest in the support to deliver high-quality education through the N Academy and the Education support team.
Team members are at the heart of delivering every day for N families. The Group undertakes an annual team happiness survey, with the key engagement score in line with our target in 2023. Team happiness is at the core of the Group's strategy and listening to team members is fundamental to enabling this.
In 2023, we welcomed 860 new team members to the N family, had over 100 of our team undertaking an Early Years apprenticeship, saw 63 team members complete leadership development programmes with 41% achieving promotion.
The Group’s growth in nurseries and child places is reflected in the commercial performance. Revenue has increased by 56% year on year to £41m, with mature occupancy remaining above 90% despite the macroeconomic challenges. As the nursery estate matures, profitability is improving as planned with an Adjusted EBITDA profit of £1.4m in the year which was a £3.7m improvement on the previous year. Cash flow from operating activities was £2.9m, an improvement of £7.3m compared to 2022. The Board therefore has confidence to continue to invest in future growth.
Continued focus on cost optimisation as the Group grows also contributes to improved profitability - high inflation has significantly impacted the Group on all cost lines, although on utility costs this was mitigated by most core nurseries being on fixed price contracts signed in 2021.
N Family Holdings Ltd
Strategic Report for the Year Ended 31 December 2023
The group's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2023 |
2022 |
Capacity |
Number |
2,847 |
1,919 |
Group Occupancy |
% |
69 |
72 |
Mature Occupancy* |
% |
90 |
90 |
Revenue |
£'000 |
40,956 |
26,323 |
Adjusted EBITDAR** |
£'000 |
4,841 |
855 |
Adjusted EBITDA** |
£'000 |
1,426 |
(2,256) |
Reported EBITDA |
£'000 |
(2,637) |
(3,721) |
*Mature Occupancy is defined as a site opened or acquired more than 24 months prior to year-end.
**EBITDA is earnings before interest, tax, depreciation and amortisation. Adjusted EBITDA excludes start-up losses for nurseries and other non-recurring costs incurred during the year. Adjusted EBITDAR is Adjusted EBITDA, excluding Rent.
Environmental and Social Impact
Having achieved the highest score in the UK’s pre-school and primary education sector, we continue to be guided by our B Corp membership, with notable achievements in the year including offering 10 bursary places to children across various nurseries, 19 nurseries achieving Eco School accreditation in the year, zero waste going to landfill, all electricity coming from renewable sources, and ensuring we maintain a high proportion of our team on or above the Real Living Wage. The Group’s Impact Committee continues to drive the business forward in this space.
Looking forward
The Group continues to see strong demand for its high-quality nursery education offer, has new funding in place, and has an exciting pipeline of nurseries with nine scheduled to open in 2024. Increased political awareness of the essential importance of giving young children an excellent education will lead to higher levels of funding for families to be able to access nursery education, which we are confident will support continued high levels of demand.
Our maturing business, and close focus on cost control, give us confidence that we will continue to grow profitability enabling further investment in new nurseries.
Finally, the Board would like to express their thanks and appreciation to our team members who provide an amazing, caring and stimulating nursery education for the children entrusted to us. We are proud of what N Family Club has achieved in 2023 and look forward to the future with confidence.
Approved by the
Director
N Family Holdings Ltd
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
N Family Holdings Ltd
Independent Auditor's Report to the Members of N Family Holdings Ltd
Opinion
We have audited the financial statements of N Family Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 UK, including the FRC’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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
N Family Holdings Ltd
Independent Auditor's Report to the Members of N Family Holdings Ltd
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 6, 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.
Auditor’s 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 auditor’s 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
N Family Holdings Ltd
Independent Auditor's Report to the Members of N Family Holdings Ltd
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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 auditor’s 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.
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 auditor's report.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
N Family Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
- |
|
|
Operating loss |
( |
( |
|
Interest payable and similar charges |
( |
( |
|
Loss before tax |
( |
( |
|
Taxation |
( |
- |
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
N Family Holdings Ltd
(Registration number: 11986090)
Consolidated Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
11,779,229 |
6,218,932 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
|
|
|
Provisions for liabilities |
372,324 |
- |
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Merger reserve |
|
|
|
Profit and loss account |
( |
( |
|
Equity attributable to owners of the company |
|
|
|
Total capital, reserves and long-term liabilities |
|
|
Approved and authorised by the
Director
N Family Holdings Ltd
(Registration number: 11986090)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
6,646,025 |
897,918 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Other reserves |
|
- |
|
Profit and loss account |
( |
( |
|
Total equity |
|
|
The company made a loss after tax for the financial year of £15,096,021 (2022 - £7,597,172).
Approved and authorised by the
Director
N Family Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Share premium |
Merger reserve |
Other equity reserve |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
|
- |
( |
|
Loss for the year |
- |
- |
- |
- |
( |
( |
New share capital subscribed |
|
- |
- |
- |
- |
|
Share based payment transactions (see note 17) |
- |
- |
- |
2,223,934 |
- |
2,223,934 |
At 31 December 2023 |
|
|
|
|
( |
|
Share capital |
Share premium |
Merger reserve |
Other equity reserve |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
|
|
- |
( |
|
Loss for the year |
- |
- |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
- |
- |
|
At 31 December 2022 |
|
|
|
- |
( |
|
N Family Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Share premium |
Other equity reserve |
Profit and loss account |
Total |
|
At 1 January 2023 |
|
|
- |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
New share capital subscribed |
|
- |
- |
- |
|
Share based payment transactions (see note 17) |
- |
- |
2,223,934 |
- |
2,223,934 |
At 31 December 2023 |
|
|
|
( |
|
Share capital |
Share premium |
Other equity reserve |
Profit and loss account |
Total |
|
At 1 January 2022 |
|
|
- |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
- |
|
At 31 December 2022 |
|
|
- |
( |
|
N Family Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
- |
|
Finance costs |
|
|
|
Income tax expense |
|
- |
|
( |
( |
||
Working capital adjustments |
|||
(Increase)/decrease in stocks |
( |
|
|
Increase in debtors |
( |
( |
|
Increase/(decrease) in creditors |
|
( |
|
Increase in deferred income |
|
|
|
Net cash flow from operating activities |
|
( |
|
Cash flows from investing activities |
|||
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
- |
|
|
Acquisition of subsidiaries (net of cash acquired) |
- |
(2,141,555) |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
Proceeds from bank borrowing draw downs |
|
- |
|
Proceeds from other borrowing draw downs |
|
|
|
Repayment of other borrowing |
( |
( |
|
Debt costs paid |
(4,979,662) |
(20,920) |
|
Net cash flows from financing activities |
|
|
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at start of period |
|
|
|
Cash and cash equivalents at end of the period |
11,779,229 |
6,218,932 |
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £15,096,021 (2022 - loss of £7,597,172).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Merger accounting
The directors consider that the share for share exchange transaction completed in 2019 qualified as a group reconstruction under section 611 of the Companies Act 2006, and have therefore prepared these consolidated financial statements using the merger accounting method for this transaction.
Going concern
The parent company received significant further equity investment during the year from new and existing investments to fund working capital requirements and future capital expenditure and acquisitions. The group is consequently in a more secure financial position going forward.
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of discounts and after eliminating sales within the group.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Leasehold improvements |
Straight line over 20 years |
Office equipment |
Straight line over 4 years |
Motor Vehicles |
Straight line over 4 years |
Fixtures and fittings |
Straight line over 4 years |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Development costs
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.
Amortisation commences from the date that the asset is brought into use. The estimated useful life of the intangible asset recognised in the financial statements is 4 years, since this is the period over which the company will benefit from the asset.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Development costs |
Straight line over 4 years |
Goodwill |
Straight line over 20 years |
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
2023 |
2022 |
|
Provision of Early Years Education |
|
|
Other revenue |
|
|
|
|
The total revenue of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Government grants |
- |
|
In the year, the Group received £Nill (2022 - £6,556) relating to CJRS income.
Operating profit |
Arrived at after charging
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - property |
|
|
Operating lease expense - plant and machinery |
- |
|
Interest payable and similar expenses |
2023 |
2022 |
|
Finance costs adjacent to interest |
|
|
Interest expense on other finance liabilities |
|
|
|
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Education |
|
|
Administration and support |
|
|
|
|
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
559,938 |
490,039 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
2022 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of these financial statements |
66,000 |
62,280 |
Other fees to auditors |
||
All other non-audit services |
|
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
- |
- |
UK corporation tax adjustment to prior periods |
( |
- |
(34,539) |
- |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
- |
Tax expense in the income statement |
|
- |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Decrease from tax losses for which no deferred tax asset was recognised |
( |
- |
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
- |
Tax increase from effect of capital allowances and depreciation |
|
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
Total tax charge |
|
- |
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Liability |
Fixed asset timing differences |
|
Short term timing differences |
( |
Taxable losses |
( |
|
2022 |
Asset |
Fixed asset timing differences |
( |
Short term timing differences |
|
Taxable losses |
|
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
The group has tax losses available to carry forward and offset against future profits of £39,821,077 (2022 - £23,657,830). A deferred tax asset in respect of the losses £913,752 (2022 - £1,240,081) at the standard rate of corporation tax of 25% (2022 - 25%) has been recognised on the grounds that these losses are considered recoverable. A deferred tax asset in respect of the losses of £9,222,348 (2022 - £4,674,376) at the standard rate of corporation tax of 25% (2022 - 25%) has not been recognised on the grounds that there is insufficient evidence that the asset will be recoverable in the foreseeable future.
Company
Deferred tax assets and liabilities
2023 |
Liability |
Fixed asset timing differences |
|
Short term timing differences |
( |
Taxable losses |
( |
- |
2022 |
Liability |
Fixed asset timing differences |
|
Short term timing differences |
( |
Taxable losses |
( |
- |
The company has tax losses available to carry forward and offset against future profits of £25,292,474 (2022 - £8,805,278). A deferred tax asset in respect of the losses of £6,009,322 (2022 - £2,139,985) at the standard rate of corporation tax of 25% (2022 - 25%) has not been recognised on the grounds that there is insufficient evidence that the asset will be recoverable in the foreseeable future.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Group
Goodwill |
Development costs |
Total |
|
Cost |
|||
At 1 January 2023 |
|
|
|
Adjustments to prior year acquisitions |
( |
- |
( |
At 31 December 2023 |
|
|
|
Amortisation |
|||
At 1 January 2023 |
|
|
|
Amortisation charge for the year |
|
- |
|
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Adjustments to prior year acquisitions relates to adjustments to consideration paid including the settlement of deferred consideration.
In the year, the directors reviewed the amortisation policy and have revised the useful life of the goodwill to be line with the useful life of the lease term of the properties at the point of acquisition.
Tangible assets |
Group
Leasehold improvements |
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
Cost |
||||
At 1 January 2023 |
|
|
|
|
Additions |
|
|
- |
|
At 31 December 2023 |
|
|
|
|
Depreciation |
||||
At 1 January 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2023 |
|
|
|
|
Carrying amount |
||||
At 31 December 2023 |
|
|
|
|
At 31 December 2022 |
|
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2023 |
2022 |
|
Motor vehicles |
14,556 |
23,429 |
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Company
Leasehold improvements |
Furniture, fittings and equipment |
Total |
|
Cost |
|||
At 1 January 2023 |
|
|
|
Additions |
|
|
|
At 31 December 2023 |
|
|
|
Depreciation |
|||
At 1 January 2023 |
|
|
|
Charge for the year |
|
|
|
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost and carrying amount |
|
At 1 January 2023 and 31 December 2023 |
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Country of incorporation |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
Subsidiary undertakings |
||||
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
|
England and Wales |
Ordinary |
|
|
N Family Club 10 Ltd |
England and Wales |
Ordinary |
100% |
100% |
N Family Club 5 Ltd |
England and Wales |
Ordinary |
100% |
100% |
N Family Club Dulwich Ltd |
England and Wales |
Ordinary |
100% |
100% |
N Family Team Support doo Beograd |
Serbia |
Ordinary |
100% |
100% |
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
The principal activity of N Family Greenwich Ltd, N Family Club 4 Ltd and Martyrs Green Montessori School Ltd is that of a dormant company. The principal activity of N Family Midlands Limited of an intermediate holdings company. The principal activity of BMD Management Limited is that of a management company. The principal activity of N Family Team Support doo Beograd is that of a central head office function for the group.
The principal activity of all other subsidiaries is the provision of early years education.
The Company agrees to guarantee the liabilities of all of its subsidiary undertakings, thereby allowing these companies to take exemption from an audit under Section 479A of the Companies Act 2006.
The company has taken advantage of section 402 and section 405 of the Companies Act 2006 to exclude the results of N Family Team Support doo Beograd from consolidation under section 405(2).
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Goods for resale |
|
|
|
|
Debtors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Deferred tax assets |
- |
|
- |
- |
|
|
|
|
|
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
|
|
Trade creditors |
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other creditors |
|
|
|
- |
|
Accrued expenses |
|
|
|
|
|
Corporation tax liability |
11,956 |
47,245 |
- |
19,563 |
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
|
|
Included within other creditors due within one year is deferred consideration of £Nil (2022 - £440,000).
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
HP and finance lease liabilities |
|
|
- |
- |
Other borrowings |
|
|
|
|
|
|
|
|
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
- |
|
- |
HP and finance lease liabilities |
|
|
- |
- |
Other borrowings |
|
|
|
|
|
|
|
|
Bank borrowings
Bank borrowings includes £163,541 (2022 - £234,946) of loans under the Government bounce back loan scheme. Interest is charged at 2.5% per annum and are being repaid monthly.
During the year, the Group was advanced £50,000,000 (2022 - £Nil) by Kartesia. The loan is repayable in full by way of a bullet repayment in December 2029. The loan attracts interest at 8% above base rate per annum and is secured on the assets of the group. The amount of this loan at year end is stated after deducting £5,993,017 (2022 - £Nil) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt.
Unamortised debt costs above include £2,223,934 relating to the market value of share warrants issued to Kartesia as part of the refinancing in December 2023. The warrants were issued over 5% of the ordinary shares of the company, and can be exercised up to the maturity date of 15 December 2030 for preferred shares in the company. The corresponding credit has been added to other equity reserves within the Statement of Changes in Equity on page 14. The unamortised debt costs relating to the share warrants will be released to the profit and loss account over the term of the debt, in line with the costs of raising finance as per above.
The Black-Scholes option pricing model was used to value the share warrants as it was considered that this approach would result in a materially accurate estimate of the market value of the shares. The market value was estimated based on the most recent price per share used for investment by the majority shareholder, discounted for an appropriate volatility and sub-optimal exercise factor for the percentage of shares.
Other borrowings
During the year, the Group was advanced £10,000,000 (2022 - £16,776,568) of other borrowings. The loan attracts interest at 8% above base rate per annum. The loan is secured on the assets of the operating nurseries within the group. During the year, the loan was repaid in full as part of a refinance with Kartesia. Costs associated with the raising of this finance of £526,063 have been released to the profit and loss account.
During the year, the Group was advanced £2,000,000 (2022 - £13,000,000) in the form of loan notes. The loan notes are secured on the assets of the operating nurseries within the group. The loan notes are repayable in full in April 2032 and attract interest at 15% per annum. The amount outstanding at the year end is £16,412,330 (2022 - £13,205,959) including accrued interest and gross of unamortised debt costs.
In addition, the Group was advanced £2,000,000 from various shareholders to be repaid as part of the refinance. Interest of £528,734 has been expensed to the profit and loss relating to these loans. At 31 December 2023, £1,137,500 remained outstanding.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
1,722,714 |
|
1,722,714 |
|
|
71,996 |
|
65,909 |
|
|
1,877,251 |
|
1,877,251 |
|
|
70 |
|
70 |
|
|
|
|
Rights, preferences and restrictions
The different classes of share referred to above carry separate rights as disclosed in the company's articles of association. |
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Related party transactions |
Summary of transactions with key management
Loans from related parties
During the year, the company was advanced £2,000,000 (2022 - £13,000,000) in the form of loan notes by Gresham House British Sustainable Infrastructure Fund II LP Acting by its Custodian Gresham House (Nominees) Limited, a shareholder of the company. At 31 December 2023, £16,634,452 (2022 - £13,205,959) remained outstanding which includes accrued interest of £1,634,452 (2022 - £205,959).
Gresham House also advanced £875,000 as a short-term loan to be repaid as part of the refinance detailed in note 17. At 31 December 2023, £1,137,500 remains outstanding including accrued interest of £262,500.
Parent and ultimate parent undertaking |
There is no single ultimate controlling party.
N Family Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2023
Analysis of changes in net debt |
Group
At 1 January 2023 |
Financing cash flows |
New finance leases |
Other non-cash changes |
At 31 December 2023 |
|
Cash and cash equivalents |
|||||
Cash |
6,218,932 |
5,560,297 |
- |
- |
11,779,229 |
Borrowings |
|||||
Bank borrowings |
(234,946) |
(46,159,512) |
- |
2,223,934 |
(44,170,524) |
Other borrowings |
(38,905,057) |
27,085,675 |
- |
(5,730,448) |
(17,549,830) |
Lease liabilities |
(32,006) |
- |
(34,679) |
- |
(66,685) |
(39,172,009) |
(19,073,837) |
(34,679) |
(3,506,514) |
(61,787,039) |
|
|
|||||
( |
( |
( |
( |
( |
Non-cash changes comprise accrued interest, amortisation of debt costs and the market value of share warrants as disclosed in note 17.