Company registration number 08824163 (England and Wales)
UCFB HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
UCFB HOLDINGS LIMITED
COMPANY INFORMATION
Directors
J Banaszkiewicz
B Flood
P Fletcher
C Holroyd
Company number
08824163
Registered office
14th Floor
111 Piccadilly
Manchester
M1 2HY
Auditor
Lopian Gross Barnett & Co
1st Floor, Cloister House
Riverside
New Bailey Street
Manchester
M3 5FS
Business address
14th Floor
111 Piccadilly
Manchester
M1 2HY
UCFB Wembley
Wembley Stadium
Wembley
London
HA9 0WS
UCFB Manchester
Etihad Campus
Manchester
M11 3FF
UCFB HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 36
UCFB HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 1 -

The directors present the strategic report for the year ended 31 July 2024.

Fair review of the business, business development and performance

The group’s principal activities during the year continued to be the delivery of undergraduate and postgraduate degree courses in the operational and business facets of football and its associated industries. The courses are delivered through University Campus of Football Business Limited.

 

University Campus of Football Business Limited, a wholly owned subsidiary of UCFB Holdings Limited, is a College of the University of East London (UEL) and all undergraduate and post graduate students who were enrolled since September 2021 are working towards a UEL validated degree.

 

Income for the Group has stabilised in the year ending 31st July 2024 following the completion of the Management Buy Out (see below.) This was critical ahead of the next phase of UCFB’s growth plans for 2025 onwards.

 

UCFB often incurs expenditure with the objective of diversifying and growing the business, for example establishing different programmes or campuses in order to appeal to a wider range of students. It has always been the view of the directors that this expenditure leads to future value and therefore meets the definition of an asset. However, in compliance with Accounting Standards such costs are expensed as incurred in the Profit and Loss Account.

 

Investment in staff continues to support and enhance the student experience. Staff head count has increased by 4% from 308 to 320 during the year for the group.

 

During the Financial year 2022/​23, the UCFB Holdings Board of Directors agreed to divest the Postgraduate Distance & Distance with attendance programme as part of a Management Buy Out. UCFB wanted to limit the liability of international organic expansion and focus on growing the UK campuses. The new vehicle is trading under the name Global Institute of Sport (GIS) and, the GIS management team & new investors are providing the additional investment required to expand GIS in the US, Canada & Australia whilst UCFB retains a 25% investment in the new vehicle. The transaction completed on 31st January 2024 and generate a sale of £1.5m which was satisfied by the shares in GIS.

Principal risks and uncertainties

The financial environment for Higher Education remains challenging within the sector but also through the impact of the wider economy both domestically and internationally.

 

UCFB continues to be in a strong position in terms of it being a world first as a pioneer of a higher education institution located within football stadia that aims to professionalise the back office operations of football and sport, and bringing education into the work place environment of sport. Additionally, through the partnerships UCFB has developed with brand leaders it is confident that it can respond to emerging threats and develop new opportunities both in the domestic and international markets.

 

The risks and uncertainties the group face as a business are managed on a number of levels. UCFB and UEL have established a Operational Board which considers, agrees and monitors the implementation of annual activity in accordance with the long term strategic direction.

 

Within UCFB the Board of Directors convene on a regular basis to review and monitor the group’s risk appetite. Additionally, during this year the Executive Leadership Team meet on a weekly basis to support the Board in its business development and risk management. The principal risks which the group monitors are competitive risk, legislative risk, financial instrument risk and exposure to price, credit and cash flow risk.

 

UCFB HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 2 -

On behalf of the board

B Flood
Director
28 April 2025
UCFB HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 July 2024.

Principal activities

The company is the holding entity of subsidiaries which have the principal activity of the delivery of undergraduate and postgraduate degree courses in the operational and business facets of football and its surrounding industries.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J Banaszkiewicz
B Flood
P Fletcher
C Holroyd
Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues 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 employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

Lopian Gross Barnett & Co are the appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

UCFB HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 4 -
On behalf of the board
B Flood
Chairman
28 April 2025
UCFB HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2024
- 5 -

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

UCFB HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UCFB HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of UCFB Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

UCFB HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UCFB HOLDINGS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

 

 

 

 

 

UCFB HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UCFB HOLDINGS LIMITED
- 8 -

 

 

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Jonathan Brodie FCA
Senior Statutory Auditor
For and on behalf of Lopian Gross Barnett & Co
28 April 2025
Chartered Accountants
Statutory Auditor
1st Floor, Cloister House
Riverside
New Bailey Street
Manchester
M3 5FS
UCFB HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JULY 2024
- 9 -
2024
2023
as restated
Notes
£
£
Turnover
3
27,330,622
27,518,882
Cost of sales
(9,807,634)
(9,275,440)
Gross profit
17,522,988
18,243,442
Administrative expenses before amortisation, depreciation, business and brand development costs
(14,480,146)
(13,325,745)
Operating profit before amortisation, depreciation, business and brand development costs
3,042,842
4,917,697
Amortisation, depreciation and business and brand development costs
(6,127,883)
(6,373,583)
Operating loss after amortisation, depreciation, business and brand development costs
4
(3,085,041)
(1,455,886)
Interest receivable and similar income
7
7,484
14,846
Interest charges on shareholders loan notes
(562,366)
(562,366)
Interest payable and similar expenses
8
(1,756,186)
(1,337,562)
Profit/(loss) on part disposal of interests
1,500,000
-
Loss before taxation
(3,896,109)
(3,340,968)
Tax on loss
9
-
0
2,833
Loss for the financial year
(3,896,109)
(3,338,135)
Loss for the financial year is attributable to:
- Owners of the parent company
(3,611,486)
(3,294,374)
- Non-controlling interests
(284,623)
(43,761)
(3,896,109)
(3,338,135)
UCFB HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024
- 10 -
2024
2023
as restated
£
£
Loss for the year
(3,896,109)
(3,338,135)
Other comprehensive income
-
-
Total comprehensive income for the year
(3,896,109)
(3,338,135)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(3,611,486)
(3,294,374)
- Non-controlling interests
(284,623)
(43,761)
(3,896,109)
(3,338,135)
UCFB HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 JULY 2024
31 July 2024
- 11 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
10
596,153
719,042
Other intangible assets
10
3,238,653
4,001,373
Total intangible assets
3,834,806
4,720,415
Tangible assets
11
4,448,168
4,559,712
Investments
12
1,500,000
-
0
9,782,974
9,280,127
Current assets
Debtors
15
4,669,556
5,095,685
Cash at bank and in hand
899,766
1,230,574
5,569,322
6,326,259
Creditors: amounts falling due within one year
16
(10,787,296)
(7,970,806)
Net current liabilities
(5,217,974)
(1,644,547)
Total assets less current liabilities
4,565,000
7,635,580
Creditors: amounts falling due after more than one year
17
20,400,649
19,575,120
Capital and reserves
Called up share capital
20
9,935
9,935
Share premium account
12,559,753
12,559,753
Profit and loss reserves
(27,579,035)
(23,967,549)
Equity attributable to owners of the parent company
(15,009,347)
(11,397,861)
Non-controlling interests
(826,302)
(541,679)
4,565,000
7,635,580
The financial statements were approved by the board of directors and authorised for issue on 28 April 2025 and are signed on its behalf by:
28 April 2025
B Flood
Chairman
UCFB HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
12
2,118,142
618,143
Current assets
Debtors
15
5,788,641
4,870,091
Cash at bank and in hand
15,807
3,630
5,804,448
4,873,721
Creditors: amounts falling due within one year
16
(2,462,139)
(922,011)
Net current assets
3,342,309
3,951,710
Total assets less current liabilities
5,460,451
4,569,853
Creditors: amounts falling due after more than one year
17
9,576,995
8,902,468
Capital and reserves
Called up share capital
20
9,935
9,935
Share premium account
12,559,753
12,559,753
Profit and loss reserves
(16,686,232)
(16,902,303)
Total equity
(4,116,544)
(4,332,615)
5,460,451
4,569,853

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £216,071 (2023 - £2,297,132 loss).

The financial statements were approved by the board of directors and authorised for issue on 28 April 2025 and are signed on its behalf by:
28 April 2025
B Flood
Chairman
Company Registration No. 08824163
UCFB HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
as restated
£
£
£
£
£
£
As restated for the period ended 31 July 2023:
Balance at 1 August 2022
9,935
12,559,753
(20,673,175)
(8,103,487)
(497,918)
(8,601,405)
Year ended 31 July 2023:
Loss and total comprehensive income
-
-
(3,294,374)
(3,294,374)
(43,761)
(3,338,135)
Balance at 31 July 2023
9,935
12,559,753
(23,967,549)
(11,397,861)
(541,679)
(11,939,540)
Year ended 31 July 2024:
Loss and total comprehensive income
-
-
(3,611,486)
(3,611,486)
(284,623)
(3,896,109)
Loan converted to equity
21
-
-
-
-
-
-
Balance at 31 July 2024
9,935
12,559,753
(27,579,035)
(15,009,347)
(826,302)
(15,835,649)
UCFB HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
as restated
£
£
£
£
As restated for the period ended 31 July 2023:
Balance at 1 August 2022
9,935
12,559,753
(14,605,171)
(2,035,483)
Year ended 31 July 2023:
Loss and total comprehensive income for the year
-
-
(2,297,132)
(2,297,132)
Balance at 31 July 2023
9,935
12,559,753
(16,902,303)
(4,332,615)
Year ended 31 July 2024:
Profit and total comprehensive income for the year
-
-
216,071
216,071
Balance at 31 July 2024
9,935
12,559,753
(16,686,232)
(4,116,544)
UCFB HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024
- 15 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
858,415
568,658
Interest paid
(2,647,986)
(1,841,823)
Income taxes (paid)/refunded
-
186,849
Net cash outflow from operating activities
(1,789,571)
(1,086,316)
Investing activities
Purchase of intangible assets
(45,374)
(320,791)
Purchase of tangible fixed assets
(443,492)
(453,413)
Receipts arising from loans made
(163,600)
(118,035)
Interest received
74,675
-
0
Net cash used in investing activities
(577,791)
(892,239)
Financing activities
Proceeds from borrowings
3,214,422
2,279,033
Repayment of borrowings
(468,333)
-
Proceeds of new bank loans
10,067,000
11,859,575
Repayment of bank loans
(9,875,385)
(10,821,043)
Payment of finance leases obligations
(901,150)
(688,716)
Net cash generated from financing activities
2,036,554
2,628,849
Net (decrease)/increase in cash and cash equivalents
(330,808)
650,294
Cash and cash equivalents at beginning of year
1,230,574
580,280
Cash and cash equivalents at end of year
899,766
1,230,574
UCFB HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024
- 16 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(1,566,769)
(2,224,706)
Interest paid
(1,291,818)
(597,994)
Net cash outflow from operating activities
(2,858,587)
(2,822,700)
Investing activities
Purchase of tangible fixed assets
-
0
(27,130)
Interest received
74,675
-
0
Dividends received
50,000
50,000
Net cash generated from investing activities
124,675
22,870
Financing activities
Proceeds from borrowings
3,214,422
2,279,033
Repayment of borrowings
(468,333)
-
Net cash generated from financing activities
2,746,089
2,279,033
Net increase/(decrease) in cash and cash equivalents
12,177
(520,797)
Cash and cash equivalents at beginning of year
3,630
524,427
Cash and cash equivalents at end of year
15,807
3,630
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 17 -
1
Accounting policies
Company information

UCFB Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 14th Floor 111 Piccadilly, Manchester, M1 2HY.

 

The group consists of UCFB Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company UCFB Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 July 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 18 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The directors confirm that they have the continued support of their loan capital providers and in addition secured long term funding to enable the directors to implement the planned growth of the company and its fellow group members. On that basis and from their forecasts the directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future and it is therefore appropriate to prepare the accounts on a going concern basis.

1.5
Turnover

Turnover represents amounts receivable for tuition and course fees and services provided. Tuition fees paid in advance are recognised evenly over the financial year while course fees are recognised at the time the event takes place.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 Years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Development costs relate to the development of the group's website, Customer Relation Management system and other IT support functions. Amortisation commences as the specific project goes live.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
Straight line over 3 years
Intangibles
Straight line over 3 years from the project going live
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 19 -
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Buildings Leasehold
Straight line over 10 years or remaining term of lease if less
Coaching equipment
Straight line over 5 years
Fixtures, fittings & office equipment
Straight line between 3 - 5 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 20 -
1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 21 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 22 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 23 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of fixed assets or deferred against future income.

 

The cost of any unused holiday entitlement, where material, is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Tuition fees
23,749,955
24,509,352
Scholarships
3,215,752
2,620,007
Accommodation premium
364,915
389,523
27,330,622
27,518,882
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
3
Turnover and other revenue
(Continued)
- 24 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
27,330,622
27,518,882
2024
2023
£
£
Other revenue
Interest income
7,484
14,846
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
38,355
40,137
Depreciation of owned tangible fixed assets
1,410,832
1,235,848
Amortisation of intangible assets
757,962
612,946
Operating lease charges
3,574,251
3,066,268
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,538
7,400
Audit of the financial statements of the company's subsidiaries
123,200
110,547
130,738
117,947
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Staff employed
320
308
-
-

The above figures represent the total payroll attributable to the group for the year. Where work done can be identified as in respective of project development costs, these costs are expensed as business development costs as appropriate.

 

Total payroll costs charged to the group profit and loss account for the year amounted to £13,515,819 (2023: £13,533,538).

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 25 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
7,484
14,846
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,218,334
1,090,046
Interest on finance leases and hire purchase contracts
130,870
150,783
Other interest on shareholders and directors loans
403,026
96,733
1,752,230
1,337,562
Other finance costs:
Other interest
3,956
-
Total finance costs
1,756,186
1,337,562
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 26 -
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
(2,833)

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(3,896,109)
(3,340,968)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(974,027)
(835,242)
Tax effect of expenses that are not deductible in determining taxable profit
9,677
2,734
Tax effect of utilisation of tax losses not previously recognised
(333,271)
24,245
Unutilised tax losses carried forward
1,105,867
620,251
Adjustments in respect of prior years
-
0
(2,833)
Permanent capital allowances in excess of depreciation
227,344
244,376
Amortisation on assets not qualifying for tax allowances
30,722
30,722
Other permanent differences
(66,312)
(87,086)
Taxation charge/(credit) for the year
-
(2,833)

Group

On the basis of these financial statements no provision has been made in the group accounts for corporation tax.

 

The group has estimated losses of £31,675,795 (2023: £28,363,316) available for carry forward against future profits.

 

No deferred tax asset has been recognised until there is more certainty of reversal of the tax losses. If the full potential tax asset was provided for the amount would be £7,918,949 (2023: £7,138,711).

 

Company

On the basis of these financial statements no provision has been made in the company accounts for corporation tax.

 

The company has estimated losses of £3,189,903 (2023: £4,075,457) available for carry forward against future profits.

 

No deferred tax asset has been recognised until there is more certainty of reversal of the tax losses. If the full potential tax asset was provided for the amount would be £797,476 (2023: £1,018,864).

 

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 27 -
10
Intangible fixed assets
Group
Goodwill
Software
Intangibles
Total
£
£
£
£
Cost
At 1 August 2023
1,228,886
3,546,587
2,464,592
7,240,065
Additions - internally developed
-
0
-
0
45,374
45,374
Disposals
-
0
(676,761)
(85,992)
(762,753)
Reclassification to tangible fixed assets
-
0
-
0
(154,679)
(154,679)
At 31 July 2024
1,228,886
2,869,826
2,269,295
6,368,007
Amortisation and impairment
At 1 August 2023
509,844
1,276,429
733,377
2,519,650
Amortisation charged for the year
122,889
405,222
229,851
757,962
Disposals
-
0
(676,761)
(67,650)
(744,411)
At 31 July 2024
632,733
1,004,890
895,578
2,533,201
Carrying amount
At 31 July 2024
596,153
1,864,936
1,373,717
3,834,806
At 31 July 2023
719,042
2,270,158
1,731,215
4,720,415
Company
Software
Intangibles
Total
£
£
£
Cost
At 1 August 2023
-
0
21,463
21,463
Disposals
(676,761)
(21,463)
(698,224)
Transfers from other group entity
676,761
-
0
676,761
At 31 July 2024
-
0
-
0
-
0
Amortisation and impairment
At 1 August 2023
-
0
21,463
21,463
Amortisation charged for the year
136,454
-
0
136,454
Disposals
(676,761)
(21,463)
(698,224)
Transfers
540,307
-
0
540,307
At 31 July 2024
-
0
-
0
-
0
Carrying amount
At 31 July 2024
-
0
-
0
-
0
At 31 July 2023
-
0
-
0
-
0

Intangible assets are made up of development cost on the company website, interactive student portal and other internally generated software and project developments where these costs can be reliably measured and the intangible asset will generate probable future economic benefits.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 28 -
11
Tangible fixed assets
Group
Buildings Leasehold
Assets under construction
Coaching equipment
Fixtures, fittings & office equipment
Total
£
£
£
£
£
Cost
At 1 August 2023
2,512,560
33,726
186,722
5,359,109
8,092,117
Additions
1,037,364
-
0
-
0
107,245
1,144,609
Disposals
-
0
-
0
(10,580)
(903,472)
(914,052)
Reclassification from intangible fixed assets
154,679
-
0
-
0
154,679
Reclassifcation
33,726
(33,726)
-
At 31 July 2024
3,738,329
-
0
176,142
4,562,882
8,477,353
Depreciation and impairment
At 1 August 2023
539,834
-
0
68,616
2,923,955
3,532,405
Depreciation charged in the year
510,477
-
0
59,594
840,761
1,410,832
Eliminated in respect of disposals
-
0
-
0
(10,580)
(903,472)
(914,052)
At 31 July 2024
1,050,311
-
0
117,630
2,861,244
4,029,185
Carrying amount
At 31 July 2024
2,688,018
-
0
58,512
1,701,638
4,448,168
At 31 July 2023
1,972,726
33,726
118,106
2,435,154
4,559,712
Company
Fixtures, fittings & office equipment
£
Cost
At 1 August 2023
-
0
Disposals
(529,959)
Transfers from other group entity
529,959
At 31 July 2024
-
0
Depreciation and impairment
At 1 August 2023
-
0
Depreciation charged in the year
203,507
Eliminated in respect of disposals
(529,959)
Transfers from other group entity
326,452
At 31 July 2024
-
0
Carrying amount
At 31 July 2024
-
0
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 29 -
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
618,142
618,143
Investments in associates
14
1,500,000
-
0
1,500,000
-
0
1,500,000
-
0
2,118,142
618,143
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 August 2023
-
Additions
1,500,000
At 31 July 2024
1,500,000
Carrying amount
At 31 July 2024
1,500,000
At 31 July 2023
-
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
£
Cost or valuation
At 1 August 2023
618,143
Additions
1,500,000
Disposals
(1)
At 31 July 2024
2,118,142
Carrying amount
At 31 July 2024
2,118,142
At 31 July 2023
618,143
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 30 -
13
Subsidiaries

Details of the company's subsidiaries at 31 July 2024 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
UA Manchester Limited
England & Wales
Development of sport courses
Ordinary
0
100.00
UA Wembley Limited
England & Wales
Development of sport courses
Ordinary
0
100.00
UCFB Burnley Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary
0
100.00
UCFB College of Football Business Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary
100.00
0
UCFB Cultural Communications Co.
China
Provision of sports and recreation education
Ordinary
100.00
0
UCFB Education Limited
England & Wales
Provision of sports and recreation education
Ordinary
100.00
0
UCFB Manchester Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary
0
100.00
UCFB Student Accommodation Limited
England & Wales
Provision of student accommodation
Ordinary
100.00
0
UCFB Wembley Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary 'A'
0
99.00
University Campus Of Football Business Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary
0
100.00
UCFB Manchester Academy Limited
England & Wales
Development of sport courses
Ordinary
0
100.00
UCFB Liverpool Limited
England & Wales
Provision of undergraduate and postgraduate courses
Ordinary
0
100.00
UCFB London Stadium Limited
England & Wales
Provision of student facilities
Ordinary
100.00
0
UCFB HE Limited
England & Wales
Provision of sports and recreation education
Ordinary
100.00
0
Firstpoint International Limited
England & Wales
International student placements
Ordinary A
80.00
0
Be Varsity Limited
England & Wales
International student placements
Ordinary
0
100.00
Track Bound USA Limited
England & Wales
International student placements
Ordinary
0
100.00
What College International Limited
England & Wales
International student placements
Ordinary
0
100.00
UCFB Online Limited
England & Wales
Provision of online courses
Ordinary
0
100.00
UCFB Global Institute Of Sport Limited
England & Wales
Provision of sports and recreation education
Ordinary
100.00
0
VSI Executive Education Limited
England & Wales
Provision of sports and recreation education
Ordinary
75.00
0
UCFB Birmingham Limited
England & Wales
Dormant
Ordinary
0
100.00
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
13
Subsidiaries
(Continued)
- 31 -

The parent company UCFB Holdings Limited has given undertakings under 479C of the Companies Act 2006 to guarantee the following subsidiary companies in respect of the year ended 31 July 2024:

 

UCFB Education Limited

UCFB Student Accommodation Limited

UA Manchester Limited

UA Wembley Limited

VSI Executive Education Ltd

Firstpoint International Limited

UCFB Online Limited

 

These companies are themselves exempt from audit under section 479A of the Companies Act 2006.

 

Some of the other subsidiary entities are dormant.

14
Associates

Details of associates at 31 July 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Global Institute Of Sport Limited
England & Wales
B Ordinary
25
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,358,791
1,731,944
6,784
6,784
Amounts owed by group undertakings
-
-
5,218,456
3,063,164
Other debtors
1,970,670
1,753,848
563,401
1,800,143
Prepayments and accrued income
1,340,095
1,609,893
-
0
-
0
4,669,556
5,095,685
5,788,641
4,870,091
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
18
414,198
503,393
-
0
-
0
Shareholder loans and other borrowings
19
2,354,895
283,333
2,354,895
283,333
Trade creditors
3,246,744
2,397,863
45,933
235,327
Amounts owed to group undertakings
-
0
-
0
156
7,192
Other taxation and social security
328,989
318,776
-
-
Other creditors
1,186,706
1,919,647
38,955
367,559
Accruals
3,255,764
2,547,794
22,200
28,600
10,787,296
7,970,806
2,462,139
922,011
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 32 -
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
10,418,853
10,227,238
-
0
-
0
Obligations under finance leases
18
164,446
275,283
-
0
-
0
Shareholder loans
19
9,576,995
8,902,468
9,576,995
8,902,468
Other creditors
240,355
170,131
-
0
-
0
20,400,649
19,575,120
9,576,995
8,902,468
18
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
414,198
646,174
-
0
-
0
In two to five years
399,890
194,333
-
0
-
0
814,088
840,507
-
-
Less: future finance charges
(235,444)
(61,831)
-
0
-
0
578,644
778,676
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
10,418,853
10,227,238
-
0
-
0
Shareholder loans
11,931,890
9,185,801
11,931,890
9,185,801
22,350,743
19,413,039
11,931,890
9,185,801
Payable within one year
2,354,895
283,333
2,354,895
283,333
Payable after one year
19,995,848
19,129,706
9,576,995
8,902,468

The long-term bank loans are secured by a full debenture and cross company guarantees from members of the group plus the subordination of shareholders loans.

UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
19
Loans and overdrafts
(Continued)
- 33 -

The bank loan facility is on a rolling agreement basis for a total maximum facility amount of £13million at an interest rate of circa 11% per annum. The current facility is agreed up to 31 May 2025 and is reviewed annually on a rolling basis.

20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
82,460
82,460
8,246
8,246
'A' preferred shares of 10p each
16,887
16,887
1,689
1,689
99,347
99,347
9,935
9,935

The ordinary shares are subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the articles, on a show of hands, on a poll and on a written resolution every ordinary shareholder shall have one vote per ordinary share.

 

The ordinary 'A' preferred shares are subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the articles, on a show of hands, on a poll and on a written resolution every a shareholder shall have one vote per A ordinary share.

21
Financial commitments, guarantees and contingent liabilities

The company together with all other group members are party to a debenture and cross guarantee to the group's financiers, Close Leasing Ltd. In addition, all shareholder loans are subordinated in favour of the loans owed to Close.

22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
3,381,228
3,281,663
-
-
Between two and five years
10,170,515
9,705,514
-
-
In over five years
1,615,020
4,923,844
-
-
15,166,763
17,911,021
-
-
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 34 -
23
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
11,427,537
9,185,801
Company
Entities with control, joint control or significant influence over the company
11,427,537
9,185,801

The group/company had various loans made available by three of the directors/shareholders. The amount outstanding at the reporting date including interest amounts to £11,427,537. Interest is charged at an average rate of 11% per annum and amounted to £960,919 (2023: £656,099). The loans are unsecured with various repayment terms.

Other information

Group

The group incurred charges in the current and previous period in respect of consultancy fees and various expenses to the directors in connection with the development of company's operations amounting to £55,022 (2023: £132,684).

24
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(4,217,728)
(3,309,230)
Adjustments for:
Taxation charged/(credited)
-
0
(2,833)
Finance costs
2,318,552
1,899,928
Investment income
(7,484)
(14,846)
Loss on disposal of tangible fixed assets (Project costs)
-
86,342
Gain on disposal of business
(1,500,000)
-
Amortisation and impairment of intangible assets
757,962
612,946
Depreciation and impairment of tangible fixed assets
1,410,832
1,235,848
Movements in working capital:
Increase in debtors
(98,220)
(1,319,303)
Increase in creditors
2,194,501
1,390,609
Decrease in deferred income
-
(10,803)
Cash generated from operations
858,415
568,658
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 35 -
25
Analysis of changes in net debt - group
1 August 2023
Cash flows
New finance leases
31 July 2024
£
£
£
£
Cash at bank and in hand
1,230,574
(330,808)
-
899,766
Borrowings excluding overdrafts
(19,413,039)
(2,937,704)
-
(22,350,743)
Obligations under finance leases
(778,676)
901,150
(701,118)
(578,644)
(18,961,141)
(2,367,362)
(701,118)
(22,029,621)
26
Cash absorbed by operations - company
2024
2023
£
£
Loss for the year after tax
(123,890)
(2,271,785)
Adjustments for:
Finance costs
962,384
656,099
Investment income
(61,608)
(316,910)
Gain on disposal of business
(1,500,000)
-
Interest received
958,777
-
Amortisation and impairment of intangible assets
136,454
104
Depreciation and impairment of tangible fixed assets
203,507
-
Amounts written off investments
269,080
1,498,937
Movements in working capital:
Increase in debtors
(2,209,474)
(2,048,572)
(Decrease)/increase in creditors
(201,999)
245,977
Cash absorbed by operations
(1,566,769)
(2,236,150)
27
Analysis of changes in net debt - company
1 August 2023
Cash flows
31 July 2024
£
£
£
Cash at bank and in hand
3,630
12,177
15,807
Borrowings excluding overdrafts
(9,185,801)
(2,746,089)
(11,931,890)
(9,182,171)
(2,733,912)
(11,916,083)
UCFB HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
(Continued)
- 36 -
Reconciliation of changes in equity - group
1 August
31 July
2022
2023
£
£
Equity as previously reported
(8,601,405)
(5,037,072)
Adjustments to prior year
Reversal of capitalisation of loan notes
-
(6,902,468)
Equity as adjusted
(8,601,405)
(11,939,540)
Reconciliation of changes in loss for the previous financial period
2023
£
Loss as previously reported
(2,060,870)
Adjustments to prior year
Re-introduce prior years interest charge
(714,899)
Interest charge
(562,366)
Loss as adjusted
(3,338,135)
Notes to reconciliation
Reversal of capitalisation of loan notes

In 2023 there was a legal agreement to capitalise the loan note instrument with the relevant transactions being recognised in that year. The capitalisation was subsequently legally cancelled and the loan note instrument reinstated.

2024-07-312023-08-01falsefalseCCH SoftwareCCH Accounts Production 2025.100J BanaszkiewiczB FloodP FletcherC Holroydfalse08824163bus:Consolidated2023-08-012024-07-31088241632023-08-012024-07-3108824163bus:Director12023-08-012024-07-3108824163bus:Director22023-08-012024-07-3108824163bus:Director32023-08-012024-07-3108824163bus:Director42023-08-012024-07-3108824163bus:RegisteredOffice2023-08-012024-07-3108824163bus:Consolidated2024-07-31088241632024-07-3108824163bus:Consolidated2022-08-012023-07-31088241632022-08-012023-07-3108824163core:Goodwillbus:Consolidated2024-07-3108824163core:Goodwillbus:Consolidated2023-07-3108824163core:OtherResidualIntangibleAssetsbus:Consolidated2024-07-3108824163core:OtherResidualIntangibleAssetsbus:Consolidated2023-07-3108824163core:ComputerSoftwarebus:Consolidated2024-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2024-07-3108824163core:ComputerSoftwarebus:Consolidated2023-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-07-3108824163bus:Consolidated2023-07-3108824163core:ComputerSoftware2024-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditure2024-07-3108824163core:ComputerSoftware2023-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-07-31088241632023-07-3108824163core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2024-07-3108824163core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2024-07-3108824163core:PlantMachinerybus:Consolidated2024-07-3108824163core:FurnitureFittingsbus:Consolidated2024-07-3108824163core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-07-3108824163core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-07-3108824163core:PlantMachinerybus:Consolidated2023-07-3108824163core:FurnitureFittingsbus:Consolidated2023-07-3108824163core:FurnitureFittings2024-07-3108824163core:ShareCapitalbus:Consolidated2024-07-3108824163core:ShareCapitalbus:Consolidated2023-07-3108824163core:SharePremiumbus:Consolidated2024-07-3108824163core:SharePremiumbus:Consolidated2023-07-3108824163core:Non-controllingInterestsbus:Consolidated2024-07-3108824163core:Non-controllingInterestsbus:Consolidated2023-07-3108824163core:ShareCapital2024-07-3108824163core:ShareCapital2023-07-3108824163core:SharePremium2024-07-3108824163core:SharePremium2023-07-3108824163core:RetainedEarningsAccumulatedLosses2024-07-3108824163core:RetainedEarningsAccumulatedLosses2023-07-3108824163core:ShareCapitalbus:Consolidated2022-07-3108824163core:SharePremiumbus:Consolidated2022-07-3108824163core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-07-3108824163core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-07-3108824163core:RetainedEarningsAccumulatedLossesbus:Consolidated2024-07-3108824163core:ShareCapital2022-07-3108824163core:SharePremium2022-07-3108824163core:RetainedEarningsAccumulatedLosses2022-07-3108824163core:CurrentFinancialInstruments2024-07-3108824163core:CurrentFinancialInstruments2023-07-3108824163core:Non-currentFinancialInstruments2024-07-3108824163core:Non-currentFinancialInstruments2023-07-3108824163bus:Consolidated2022-07-31088241632022-07-3108824163core:Goodwill2023-08-012024-07-3108824163core:IntangibleAssetsOtherThanGoodwill2023-08-012024-07-3108824163core:ComputerSoftware2023-08-012024-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-08-012024-07-3108824163core:LandBuildingscore:LongLeaseholdAssets2023-08-012024-07-3108824163core:PlantMachinery2023-08-012024-07-3108824163core:FurnitureFittings2023-08-012024-07-3108824163core:UKTaxbus:Consolidated2023-08-012024-07-3108824163core:UKTaxbus:Consolidated2022-08-012023-07-3108824163bus:Consolidated12023-08-012024-07-3108824163bus:Consolidated12022-08-012023-07-3108824163bus:Consolidated22023-08-012024-07-3108824163bus:Consolidated22022-08-012023-07-3108824163core:Goodwillbus:Consolidated2023-07-3108824163core:ComputerSoftwarebus:Consolidated2023-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-07-3108824163bus:Consolidated2023-07-3108824163core:ComputerSoftware2023-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-07-31088241632023-07-3108824163core:Goodwillcore:InternallyGeneratedIntangibleAssetsbus:Consolidated2023-08-012024-07-3108824163core:ComputerSoftwarecore:InternallyGeneratedIntangibleAssetsbus:Consolidated2023-08-012024-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:InternallyGeneratedIntangibleAssetsbus:Consolidated2023-08-012024-07-3108824163core:InternallyGeneratedIntangibleAssetsbus:Consolidated2023-08-012024-07-3108824163core:Goodwillbus:Consolidated2023-08-012024-07-3108824163core:ComputerSoftwarebus:Consolidated2023-08-012024-07-3108824163core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-08-012024-07-3108824163core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-07-3108824163core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-07-3108824163core:PlantMachinerybus:Consolidated2023-07-3108824163core:FurnitureFittingsbus:Consolidated2023-07-3108824163core:FurnitureFittings2023-07-3108824163core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-08-012024-07-3108824163core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-08-012024-07-3108824163core:PlantMachinerybus:Consolidated2023-08-012024-07-3108824163core:FurnitureFittingsbus:Consolidated2023-08-012024-07-3108824163core:Subsidiary12023-08-012024-07-3108824163core:Subsidiary22023-08-012024-07-3108824163core:Subsidiary32023-08-012024-07-3108824163core:Subsidiary42023-08-012024-07-3108824163core:Subsidiary52023-08-012024-07-3108824163core:Subsidiary62023-08-012024-07-3108824163core:Subsidiary72023-08-012024-07-3108824163core:Subsidiary82023-08-012024-07-3108824163core:Subsidiary92023-08-012024-07-3108824163core:Subsidiary102023-08-012024-07-3108824163core:Subsidiary112023-08-012024-07-3108824163core:Subsidiary122023-08-012024-07-3108824163core:Subsidiary132023-08-012024-07-3108824163core:Subsidiary142023-08-012024-07-3108824163core:Subsidiary152023-08-012024-07-3108824163core:Subsidiary162023-08-012024-07-3108824163core:Subsidiary172023-08-012024-07-3108824163core:Subsidiary182023-08-012024-07-3108824163core:Subsidiary192023-08-012024-07-3108824163core:Subsidiary202023-08-012024-07-3108824163core:Subsidiary212023-08-012024-07-3108824163core:Subsidiary222023-08-012024-07-3108824163core:Subsidiary112023-08-012024-07-3108824163core:Subsidiary222023-08-012024-07-3108824163core:Subsidiary332023-08-012024-07-3108824163core:Subsidiary442023-08-012024-07-3108824163core:Subsidiary552023-08-012024-07-3108824163core:Subsidiary662023-08-012024-07-3108824163core:Subsidiary772023-08-012024-07-3108824163core:Subsidiary882023-08-012024-07-3108824163core:Subsidiary992023-08-012024-07-3108824163core:Subsidiary10102023-08-012024-07-3108824163core:Subsidiary11112023-08-012024-07-3108824163core:Subsidiary12122023-08-012024-07-3108824163core:Subsidiary13132023-08-012024-07-3108824163core:Subsidiary14142023-08-012024-07-3108824163core:Subsidiary15152023-08-012024-07-3108824163core:Subsidiary16162023-08-012024-07-3108824163core:Subsidiary17172023-08-012024-07-3108824163core:Subsidiary18182023-08-012024-07-3108824163core:Subsidiary19192023-08-012024-07-3108824163core:Subsidiary20202023-08-012024-07-3108824163core:Subsidiary21212023-08-012024-07-3108824163core:Subsidiary22222023-08-012024-07-3108824163core:Associate12023-08-012024-07-3108824163core:Associate112023-08-012024-07-3108824163core:CurrentFinancialInstrumentsbus:Consolidated2024-07-3108824163core:CurrentFinancialInstrumentsbus:Consolidated2023-07-3108824163core:Non-currentFinancialInstrumentsbus:Consolidated2024-07-3108824163core:Non-currentFinancialInstrumentsbus:Consolidated2023-07-3108824163core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2024-07-3108824163core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-07-3108824163core:CurrentFinancialInstrumentscore:WithinOneYear2024-07-3108824163core:CurrentFinancialInstrumentscore:WithinOneYear2023-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2024-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYear2024-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYear2023-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12024-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYear22024-07-3108824163core:Non-currentFinancialInstrumentscore:AfterOneYear22023-07-3108824163core:WithinOneYearbus:Consolidated2024-07-3108824163core:WithinOneYearbus:Consolidated2023-07-3108824163core:WithinOneYear2024-07-3108824163core:WithinOneYear2023-07-3108824163core:BetweenTwoFiveYearsbus:Consolidated2024-07-3108824163core:BetweenTwoFiveYearsbus:Consolidated2023-07-3108824163core:BetweenTwoFiveYears2024-07-3108824163core:BetweenTwoFiveYears2023-07-3108824163bus:PrivateLimitedCompanyLtd2023-08-012024-07-3108824163bus:FRS1022023-08-012024-07-3108824163bus:Audited2023-08-012024-07-3108824163bus:ConsolidatedGroupCompanyAccounts2023-08-012024-07-3108824163bus:FullAccounts2023-08-012024-07-31xbrli:purexbrli:sharesiso4217:GBP