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Registration number: 03789359

Prepared for the registrar

Instep UK Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 30 June 2024

 

Instep UK Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Unaudited Financial Statements

3 to 11

 

Instep UK Limited

Company Information

Directors

J B Jarman

A H Bird

I R Evans

M R Pilcher

Registered office

44 Catherine Place
London
SW1E 6HL

Accountants

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Instep UK Limited

(Registration number: 03789359)
Balance Sheet as at 30 June 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

4

89,857

80,240

Tangible assets

5

71,878

155,838

 

161,735

236,078

Current assets

 

Stocks

473

473

Debtors

6

2,884,903

2,798,264

Cash at bank and in hand

 

133,615

222,139

 

3,018,991

3,020,876

Creditors: Amounts falling due within one year

7

(875,091)

(910,929)

Net current assets

 

2,143,900

2,109,947

Total assets less current liabilities

 

2,305,635

2,346,025

Creditors: Amounts falling due after more than one year

7

-

(42,371)

Provisions

8

(32,628)

(124,284)

Net assets

 

2,273,007

2,179,370

Capital and reserves

 

Called up share capital

11

475

400

Share premium reserve

3,002,726

2,252,801

Capital redemption reserve

31

31

Retained earnings

(730,225)

(73,862)

Shareholders' funds

 

2,273,007

2,179,370

For the financial year ending 30 June 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 20 March 2025 and signed on its behalf by:
 


I R Evans
Director

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
44 Catherine Place
London
SW1E 6HL

 

2

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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006 (as applicable to the small companies' regime).

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.

Going concern

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

No significant judgements have been made by management in preparing these financial statements.

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

Key sources of estimation uncertainty

Deferred taxation asset
The Company has recognised a deferred tax asset in its financial statements of £1,392,941 (2023 - £1,200,535), which assumes that the Company will generate sufficient taxable profits in the future to offset these losses. This is a source of estimation uncertainty.

The Company has unutilised tax losses of £6,114,533 (2023 - £5,366,116) available for offset against future taxable profits. These losses include £826,575 arising from the exercise of share options, which is a non-recurring tax deduction arising when the Company was acquired by the current shareholders. The losses also arise from costs that have been incurred from re-structuring of management and operations that are also considered to be non-recurring.

Following a change in focus the Directors have prepared a five-year business plan that indicates that the Company will begin to utilise these tax losses with effect from the year ending 30 June 2026. The directors are confident that the new revenue streams that they have been identified are achievable with a reduced cost structure. By its nature any profit forecast is susceptible to estimation uncertainty arising from economic, market, regulatory and operational factors.

FRS 102 requires that a deferred tax asset arising from unutilised tax losses can be recognised only if it is probable (that is more likely than not) that the unutilised losses will result in future tax savings. On the basis of their projections the Directors consider that it is probable that the Company will generate sufficient taxable profits to realise these tax savings in the future. In making this assessment they have taken into account the fact that a significant element of the available losses has arisen from non-recurring events.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company 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 company's activities.

Apprenticeship income is recognised at the point the company earns the right to consideration for services performed in agreement with contracts and contractual obligations. Typically, apprenticeship income is split into two elements: training and completion. Training income is recognised evenly over the expected duration of the course subject to the learner achieving measurable training milestones. Completion income is recognised when a learner has completed their training and course qualification.

Commercial income is recognised as training services are provided taking into consideration the contractual obligations and milestones agreed with the customer.

Adult education is recognised at the point the company earns the right to consideration for services performed in agreement with contracts and contractual obligations. This income comprises training courses provided to upskill adults and is recognised evenly over the expected duration of the training course.

Logistics income comprises training to drive heavy goods vehicles. Trainees must meet four milestones in the completion of this course and the company earns the right to consideration for delivery of this training in line with the milestones being met.

Greater Manchester Combined Authority income is recognised as milestones are reached by specific learners. This income comprises specific manufacturing training and income earned reflects each learner's progression throughout their course.

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

Tax

The tax expense for the period comprises 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 financial statements and on unused tax losses or tax credits in the company. 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.

Intangible assets

Research expenditure is written off in the year which it is incurred.

Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company expects to benefit from the project.

Software development costs are recognised initially as an asset at cost and subsequently carried at cost less amortisation and accumulated impairment losses.

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

Software

20% Straight Line

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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, Fittings and Equipment

10% Straight Line

Motor Vehicles

25% Straight Line

Computer Equipment

33% Straight Line

Trade debtors

Trade debtors are amounts due from customers for goods sold or 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.

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost is determined using the first-in, first-out (FIFO) method.

At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

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 company 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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

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.
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.

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.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

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.

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 company 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.


 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 61 (2023 - 66).

 

4

Intangible assets

Trademarks, patents and licenses
 £

Cost

At 1 July 2023

130,951

Additions acquired separately

27,648

At 30 June 2024

158,599

Amortisation

At 1 July 2023

50,711

Amortisation charge

18,031

At 30 June 2024

68,742

Carrying amount

At 30 June 2024

89,857

At 30 June 2023

80,240

 

5

Tangible assets

Furniture, fittings and equipment
 £

Motor vehicles
 £

Computer Equipment
 £

Total
£

Cost

At 1 July 2023

55,427

116,250

65,483

237,160

Additions

-

-

33,227

33,227

Disposals

-

(116,250)

-

(116,250)

At 30 June 2024

55,427

-

98,710

154,137

Depreciation

At 1 July 2023

21,798

29,728

29,796

81,322

Charge for the year

4,676

9,918

25,989

40,583

Eliminated on disposal

-

(39,646)

-

(39,646)

At 30 June 2024

26,474

-

55,785

82,259

Carrying amount

At 30 June 2024

28,953

-

42,925

71,878

At 30 June 2023

33,629

86,522

35,687

155,838

Included in the net book value of motor vehicles held as at 30 June 2024 was £nil (2023 - £113,950) in respect of assets held under finance leases. Depreciation charged on these assets during the year was £9,918 (2023 - £27,415).

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

 

6

Debtors

2024
£

2023
£

Trade debtors

422,559

499,494

Receivables from related parties

845,759

784,664

Prepayments

81,823

80,416

Other debtors

141,821

233,155

Deferred tax assets

1,392,941

1,200,535

2,884,903

2,798,264

 

7

Creditors

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

10

-

28,542

Trade creditors

 

245,559

295,958

Amounts due to related parties

 

71,824

71,824

Taxation and social security

 

144,848

164,507

Accruals and deferred income

 

401,653

339,472

Other creditors

 

11,207

10,626

 

875,091

910,929

Note

2024
£

2023
£

Due after one year

 

Loans and borrowings

10

-

42,371

 

8

Provisions

Withdrawal provision
£

At 1 July 2023

124,284

Increase (decrease) in existing provisions

(91,656)

At 30 June 2024

32,628

The withdrawal provision relates to the costs the company expects to incur as a result of learners withdrawing from courses prior to completion for which the company have already received the funding against.

This provision reflect managements best estimate of the expected cash outflows.

 

9

Deferred tax

Deferred tax assets and liabilities

2024

Asset
£

Unutilised losses

1,392,941

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

2023

Asset
£

Unutilised losses

1,200,535

 

10

Loans and borrowings

Current loans and borrowings

2024
£

2023
£

HP and finance lease liabilities

-

28,542

Non-current loans and borrowings

2024
£

2023
£

HP and finance lease liabilities

-

42,371

Obligations under finance lease and hire purchase contracts are secured against the assets to which they relate.

 

11

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A Shares of £0.01 each

37,500

375.00

30,000

300.00

Ordinary G Shares of £0.01 each

10,000

100.00

10,000

100.00

 

47,500

475

40,000

400

New shares allotted

During the year 7,500 Ordinary A shares having an aggregate nominal value of £75 were allotted for an aggregate consideration of £750,000.

Rights, preferences and restrictions

Ordinary A and G shares have the following rights, preferences and restrictions:

Ordinary A shares have attached to them full rights in the company with respect to voting, dividends and distributions. Ordinary G shares have no rights in respect to voting, but otherwise rank pari passu.

 

12

Commitments

Operating lease commitments
The company has future operating lease commitments of £18,383 (2023 - £30,002). This includes the lease of their office premises.

 

Instep UK Limited

Notes to the Unaudited Financial Statements for the Year Ended 30 June 2024

 

13

Related party transactions

Summary of transactions with other related parties

During the year the company expenses on behalf of a company under common control totalling £61,095 (2023 - £630,023). At the year end, the company was owed £845,759 (2023 - £748,644). At the year end the company also owed £71,824 (2023 - £71,824) to the same company under common control.

During the year the company incurred expenditure of £Nil (2023 - £606) with a consultant related to one of the directors. At the balance sheet date the amount owed to the consultant was £nil (2023 - £nil).

 

 

14

Parent and ultimate parent undertaking

The company's immediate parent is Instep Training and Development Limited, incorporated in England.

The ultimate controlling party is Scaleup Capital General Partner LLP, acting on behalf of and as General Partner of Root Capital Fund III LP.