Company registration number 09912193 (England and Wales)
NORTHCODERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NORTHCODERS LIMITED
COMPANY INFORMATION
Directors
Ms C Prior
Mr CD Hill
Secretary
MSP Corporate Services Limited
Company number
09912193
Registered office
Bloc
17 Marble Street
Manchester
United Kingdom
M2 3AW
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
NORTHCODERS LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Statement of comprehensive income
12
Statement of financial position
13 - 14
Statement of changes in equity
15
Notes to the financial statements
16 - 38
NORTHCODERS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Principal activities

The principal activity of the company continued to be that of the provision of technology training courses.

Overview

Northcoders is a market leading provider of technology training for businesses and individuals with courses in, Software Engineering, Data Engineering, AI and Machine Learning, and Platform Engineering.  Founded in 2015, the Group provides the highest quality online training to students across the UK via its proven NCore technology platform. Powered by IP rich technology, Northcoders offers bootcamp courses to individuals from a range of backgrounds, delivered through virtual learning.  The Group also works with blue chip corporates across multiple sectors to help them to achieve their digital requirements, with teams as a service and to supply innovative solutions for the upskilling and reskilling of employees. With a keen focus of inclusivity, diversity and quality at its core, Northcoders aims to address the digital skills gap in the UK to meet the increasing demand for digital specialists at all levels, from businesses and public agencies. 

The strategic priorities of the company are to drive sustainable growth in revenue and profit, to champion excellence across all brands and to create a rewarding workplace through improved operational efficiency. At Northcoders Inclusion is championed, if tech and AI is going to change the way that we all live, then we need to make sure that it is being programme by people from all backgrounds and walks of life. Diversity of thought is what is going to ensure that tech and AI is functional for all and that is why Northcoders’ goal is to make tech an accessible and attractive career for everyone.

Business Model

Sources of revenue come from B2C training in Software Development, Data Engineering and AI. And also, B2B Business Solutions, via consultancy contracts through the brand Counter and corporate academies. Northcoders have trained 3,976 students to date and get 67% of graduates into work within 6 months of graduating. The business model is scalable due to its internal platforms and online teaching model and students are sourced from across the UK. There is vast market opportunity and although the digital training market is very fragmented, quality is kept at the forefront to ensure that the application numbers remain high.

Business Review

The financial year ended 31 December 2024 (‘FY24’ or the ‘period’) marked another successful milestone for Northcoders, showcasing the strength of our core business model in technology training bootcamps. Learner enrolment across our suite of B2C and B2B bootcamp courses experienced growth compared to previous years, reflecting the increasing demand for our high‑quality training products. Despite continued market challenges, we have regained our profit margins and showed the resilience of our business. We have continued to adapt and innovate with new courses and course models, all whilst rebuilding our profit.

In FY24, 1,144 Northcoders students started their life-changing journey on one of our training bootcamps. Our courses remained hybrid/online in 2024 but have gone to fully online in 2025. This method of delivery continues to be the most efficient model for our teaching team to keep excellence at the heart of everything they do as our student numbers increase. Application numbers from potential students reached an all-time high of 17,159; the demand for our courses is not slowing down despite volatility in consumer spending.

Northcoders ended 2024 with a permanent headcount of 129 staff members. Efficiencies from our new teaching platform NCore have enabled us to grow with lower staff numbers needed.

NCore’s main business benefit is the ability to substantially decrease our student-to-tutor ratio whilst improving excellence in our courses by increasing the contact time offered to current and potential bootcamp students.

In FY24, Northcoders introduced a new mode of teaching, our Part-time course.

NORTHCODERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Consumer training bootcamps

B2C training bootcamps stand as the cornerstone of the Group’s operations, representing 89% of our annual revenue. Our Consumer bootcamp courses cater to individuals of all ages and backgrounds aspiring to build careers in the technology sector, delivered over a 13‑week period to ensure comprehensive skill development.

The expansion of our hiring partners network has been a key focus, with over 510 partners now collaborating with us to provide life-changing opportunities for Northcoders’ graduates. Our average starting salary for students leaving the course remains high at £28,380. Within three years, our graduates typically experience significant salary increases as they progress into more senior roles, reflecting the value of our training programmes. Northcoders is on a mission to increase diversity within the technology industry; our statistics show 30% representation of women and 56% of non-university educated students within our cohorts.

Skills bootcamps

Northcoders’ commitment to providing accessible and impactful training extends to skills bootcamps, tailored for adults aged 19 and over residing in England. These flexible courses, spanning over 13 weeks, offer participants the opportunity for a job interview upon completion. Moreover, corporate entities can leverage this scheme to either onboard new talent or enhance the skills of their existing workforce.

For over three years, Northcoders has been utilising Government skills bootcamp funding to offer scholarships, ensuring that individuals facing financial constraints can access our transformative training bootcamps and enhance their career prospects. There has been some changes to the provision following the change in government but we are confident that Skills bootcamps will remain a useful part of our business model.

Business solutions

Our Business Solutions division now named ‘Counter’ delivers a corporate-focused consultancy service by assembling teams of graduates, further honed in consultancy skills to become associate consultants. The associate consultants are paired with an experienced tech lead for deployment in businesses. Upon the completion of the engagement period, while the tech lead rejoins Northcoders, the associate consultants are offered the opportunity to transition into permanent roles within the client’s business at no extra cost.

This arrangement provides both immediate and long-term solutions for businesses, ensuring continuity and retention of expertise beyond the contract term. In a bid to diversify our service offerings, these teams are available both as autonomous ‘incubated’ groups and in collaboration with established consultancy firms. This strategy aims to enhance their service range while reducing dependency on higher-cost consulting services.

Additionally, the Business Solutions division also offers Academy programmes, designed for corporates looking to onboard emerging technologists or to re‑skill individuals from different sectors of their organisation, further contributing to a dynamic and innovative workforce.

Our Counter division has seen growth and has successfully signed new contracts as we move into 2025.

NORTHCODERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Financials
Despite a still turbulent economy, the Company delivered growth in revenue, gross profit margins and EBITDA. Performance was in line with expectations, and application numbers were higher than ever. Revenue, made up of B2C training bootcamps and Counter, increased to £8.5 million (FY23: £6.3m). Gross profit for the year was £5.7 million (FY23: £4.0m) with a reported gross profit margin (GPM) of 67% (FY23: 65%). The profit for the year before tax was £0.5 million (FY23: Loss £1.0m). Net assets as at 31 December 2024 were £0.1 million(FY23: liabilities £0.5m) of which cash was £1.1 million (FY23: £1.4m).

The cash balance at the year-end of £1.1 million will enable the Company to continue with its growth plans, whilst remaining prudent as appropriate with wider costs. Cash investment into internal infrastructure is expected to decrease heavily in the year ahead.


Current Trading and Outlook


Towards the latter part of FY24 and continuing into Q1 FY25 we have witnessed a positive shift in the technology hiring market. Counter has also seen a shift with new contracts secured, renewals gained from pilot contracts and a robust pipeline, providing us with confidence to further invest in the revenue growth. This momentum aligns with our strategic focus on expanding our offerings, leveraging our expertise and fulfilling our purpose as a company committed to driving diversity and accessibility in the technology industry.

Q1 FY25 has also seen us depart from our 10,000sq ft Manchester office, providing us with vast cost savings and the launch of our new Data & AI course.

The Group’s Board is upbeat about the promising outlook for FY25, profit margins are growing as we experience efficiencies from NCore and new government infrastructure is forcing diversification in training bootcamp revenues.

NORTHCODERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

Risks and uncertainties

 

Revenue and Profitability

If the Company is unable to achieve or sustain profitability, the business could be severely harmed.

 

Operating results may fluctuate as a result of a number of factors, many of which are beyond its control.

 

If results fall below expectations, the trading price of the ordinary shares of the parent company may decline significantly.

 

If the Company does not realise sufficient revenue levels, it may require additional working capital, which may not be available on attractive terms, if at all.

Management constantly reviews the budget analysis and forecasts are flexed monthly in line with market expectations. All financials are reviewed in monthly Board and operating board meetings. Sales teams hold weekly KPI meetings.

 

ESFA and OfStEd Inspections

Northcoders’ DFE revenue is monitored via inspections from Ofsted and the Education and Skills Funding Agency (ESFA). If the Company receives a bad Ofsted rating, this could tarnish the reputation of the bootcamp and could even cause removal of future funding.

 

The team works hard to ensure we are fully compliant with all requirements. We have hired a quality lead to ensure that the whole provision meets regulatory standards. The Group has a strategy to diversify revenue streams to ensure that removal of future funding would not cause the business to shut down. The risk of this is now however low as we have just had a successful OFSTED inspection.

 

Economic Downturn

A downturn in the economy could force consumers to spend less and could also cause reduced hiring/hiring freezes amongst our partner businesses. The cost of living crisis could also prevent people from being able to take three months off work to do the course.

 

Ensure that we apply for as much DfE funding as possible so that we can give away free places. Have consultancy products available to support companies with hiring freezes.

NORTHCODERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

 

Ability to Recruit and Retain Skilled Personnel

There is a huge digital skills gap in the industry, which could cause issues when wanting to grow the tech team. If the Company cannot recruit the right people, it will struggle to grow in line with forecasts.

 

Northcoders offers a very attractive employment package, with a 4.5-day working week, pension and holidays above the national average, employee assistance programmes and private healthcare insurance. We strive to ensure that our staff members are looked after while at work, and also provide a continuing professional development budget for all employees. We employ tutors directly off the bootcamp and have made sure our classroom teaching model relies more on high-level lecturers who have share‑options agreements in place.

 

Privacy or Data Protection Failure

The Company collects, maintains, transmits and stores data about its customers and employees, including personally identifiable information. However, the Company’s security measures may not detect or prevent all attempts to breach such security measures and protocols. A breach of such security measures and protocols could result in third parties gaining unauthorised access to customer and/or employee data stored by the Company, which could expose the Company to litigation, regulatory action and other potential issues.

 

The Company has a dedicated data protection officer who ensures that systems are in place to prevent a breach. The whole Northcoders team also has yearly data protection and general data protection regulation training. A new Sys Admin joins our head of I.T. and The Company has just renewed the Cyber Essentials plus accreditation.

 

Competition

Another coding bootcamp could replicate what we are providing in a better way. This would cause customers to choose the competition and we would struggle for sales.

 

Northcoders ensures its product is the market leader by constantly reviewing the course curriculum and changing what we teach in line with changes in the industry. We also make sure we continue to develop our offerings and maintain good legal control of IP.

On behalf of the board

Ms C Prior
Director
15 May 2025
NORTHCODERS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

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

 

Principal activities

The principal activity of the company continued to be that of the provision of software development training courses.

Results and dividends

The results for the year are set out on page 12.

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

Directors

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

Ms C Prior
Mr CD Hill
Financial instruments

The company's principal financial instruments comprise cash balances and other payables and receivables that arise in the normal course of business. The risks associated with these financial instruments are credit risk, interest risk and liquidity risk.

Credit Risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from receivables from customers.

 

The carrying amounts of financial assets held at amortised cost represent the maximum credit exposure. Individuals who engage for courses at their own cost are required to pay for courses in advance, unless they are EdAid or StepEx receivables, which are subject to deferred credit terms, with repayments contingent on the future employment income of those individuals. Further details on these schemes are given in note 17. The company regularly monitors amounts outstanding for both time and credit limits. Defaults of customers are incorporated into credit risk controls. The company is not exposed to any significant credit risk in relation to any single counterparty or group or counterparties having similar characteristics.

Interest risk

The company is exposed to market risk through its use of financial instruments, and specifically to interest rate risk. Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates.

 

The company’s short-term financing attracts fixed interest rates, such that no material interest rate fluctuations are expected.

Liquidity risk

Liquidity risk is the risk that the company might be unable to meet its obligations as they fall due. The company manages its liquidity by forecasting cash inflows and outflows on a daily basis. The company’s objective is to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under normal and stressed conditions.

 

Bank balances are managed centrally to maximise interest income and minimise interest expense, whilst ensuring that the company has sufficient liquid reserves to meet its operating needs.

Auditor

Gerald Edelman LLP were appointed as auditor to the company 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.

NORTHCODERS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
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 company’s auditor 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 company’s auditor is aware of that information.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt a going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 1.2 to the financial statements.

Medium-sized companies exemption

In accordance with Companies Act, 414C(11), the company has chosen to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, s7, to be contained in the directors' report. It has done so in respect of the review and analysis of the business during the current year.

On behalf of the board
Ms C Prior
Director
15 May 2025
NORTHCODERS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

NORTHCODERS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTHCODERS LIMITED
- 9 -
Opinion

We have audited the financial statements of Northcoders Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (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 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 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 Strategic Report and the Directors’ report

other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors’ 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:

NORTHCODERS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTHCODERS LIMITED (CONTINUED)
- 10 -
Matters on which we are required to report by exception

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

 

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

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Our audit procedures were primarily directed towards testing the accounting systems in operation upon which we have based our assessment of the financial statements for the period ended 31 December 2024.

 

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

The extent to which the audit was considered capable of detecting irregularities including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-

compliance with laws and regulations, our procedures included the following:

 

NORTHCODERS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTHCODERS LIMITED (CONTINUED)
- 11 -

Audit response to risks identified

 

Fraud due to management override

To address the risk of fraud through management bias and override of controls, we:

 

Irregularities and non-compliance with laws and regulations

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures

which included, but are not limited to:

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance. Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

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.

Talha Farrukh FCCA ACA
Senior Statutory Auditor
For and on behalf of Gerald Edelman LLP
15 May 2025
Chartered Accountants
Statutory Auditor
73 Cornhill
London
EC3V 3QQ
NORTHCODERS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
Revenue
3
8,526,346
6,310,610
Cost of sales
(2,765,549)
(2,239,734)
Gross profit
5,760,797
4,070,876
Administrative expenses
(5,102,332)
(4,068,835)
Other operating income
1,000
16,434
Irrecoverable amounts
4
-
0
(485,770)
Impairment of investment in subsidiary
4
-
0
(75,000)
Impairment of amounts due from subsidiary
4
50,000
(266,787)
Operating profit/(loss)
5
709,465
(809,082)
Investment income
9
29,938
23,172
Finance costs
10
(266,217)
(288,009)
Profit/(loss) before taxation
473,186
(1,073,919)
Tax on profit/(loss)
11
21,140
135,922
Profit/(loss) for the financial year
494,326
(937,997)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Deferred tax on share-based payment transactions
(32,746)
(3,725)
Total items that will not be reclassified to profit or loss
(32,746)
(3,725)
Total other comprehensive income for the year
(32,746)
(3,725)
Total comprehensive income for the year
461,580
(941,722)
NORTHCODERS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Non-current assets
Intangible assets
12
1,788,195
1,413,858
Property, plant and equipment
13
218,530
311,546
Investments
14
-
0
-
0
Deferred tax asset
22
-
34,987
2,006,725
1,760,391
Current assets
Deferred tax asset
22
50,876
254,938
Trade and other receivables
17
2,194,702
2,246,880
Cash and cash equivalents
1,131,671
1,394,722
3,377,249
3,896,540
Current liabilities
Borrowings
19
243,917
279,104
Trade and other payables
20
4,058,959
4,454,528
Taxation and social security
579,994
330,381
Lease liabilities
21
47,583
212,112
4,930,453
5,276,125
Net current liabilities
(1,553,204)
(1,379,585)
Total assets less current liabilities
453,521
380,806
Non-current liabilities
18
(306,587)
(604,730)
Provisions for liabilities
Deferred tax liabilities
22
-
0
(229,168)
Net assets/(liabilities)
146,934
(453,092)
Equity
Called up share capital
24
500
500
Capital contribution reserve
25
642,936
504,490
Retained earnings
(496,502)
(958,082)
Total equity
146,934
(453,092)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

NORTHCODERS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 15 May 2025 and are signed on its behalf by:
Ms C Prior
Director
Company registration number 09912193 (England and Wales)
NORTHCODERS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Capital contribution reserve
Retained earnings
Total
£
£
£
£
Balance at 1 January 2023
500
317,948
(16,360)
302,088
Year ended 31 December 2023:
Loss for the year
-
-
(937,997)
(937,997)
Other comprehensive income:
Deferred tax on share-based payment transactions
-
-
(3,725)
(3,725)
Total comprehensive income
-
-
(941,722)
(941,722)
Transactions with owners:
Credit to equity for share-based payments
-
186,542
-
0
186,542
Balance at 31 December 2023
500
504,490
(958,082)
(453,092)
Year ended 31 December 2024:
Profit for the year
-
-
494,326
494,326
Other comprehensive income:
Deferred tax on share-based payment transactions
-
-
(32,746)
(32,746)
Total comprehensive income
-
-
461,580
461,580
Transactions with owners:
Credit to equity for share-based payments
-
138,446
-
0
138,446
Balance at 31 December 2024
500
642,936
(496,502)
146,934
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Northcoders Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bloc,17 Marble Street, Manchester, M2 3AW. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

 

In the current year the Company has adapted its profit and loss account for the first time to present information in respect of non-core trading transactions with greater clarity on the primary statement. The change does not constitute a prior year adjustment and is presented solely to add clarity to changes in the Company's performance.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the

requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Northcoders Group Plc. The group accounts of Northcoders Group Plc are available to the public and can be obtained as set out in note 29.

The company has taken exemption from preparing group consolidated financial statements, as permitted by s400 of the Companies Act 2006, whereby the results of this company and its subsidiaries are included in the consolidated accounts of Northcoders Group Plc.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.2
Going concern

In preparing the financial statements, the Directors have considered the principal risks and uncertainties facing the business, along with the Group’s objectives, policies and processes for managing its exposure to financial risk. In making this assessment the Directors have prepared cash flow forecasts for the foreseeable future, being a period of at least eighteen months from the date of approval of the financial statements.true

 

Forecasts are adjusted for reasonable stress cases that address the principal risks and uncertainties to which the Group is exposed, thus creating a number of different scenarios for the Board to challenge. One of these potential scenarios is the removal of Skills Bootcamp funding from the UK Government, although unlikely as regional funding is being rolled out, this has been tested, and with the mitigation of removal of costs, concludes no issues to going concern. The sensitivities were then also grouped and cash flow was tested to ensure that, with mitigation, reserves were suitable. Even under the worst-case scenario identified, the Directors do not believe this to cause a material uncertainty around going concern.

 

At the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue from providing services is recognised in the accounting period in which the services are rendered. Services are typically provided over short periods of time, spanning typically a few months at most. However, for fixed-price contracts that span accounting periods, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously. Where the company has contracts where the period between the transfer of the promised services to the customer and payment exceeds one year, the company adjusts transaction price for the time value of money. Revenue is determined as follows:

 

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Determining the transaction price

The Company's revenue on over-time sales is generally based on fixed price contracts but these are subject to more variability as a result of the nature of the contract. Any variable consideration is constrained in estimating contract revenue in order that it is highly probable that there will not be a future reversal in the amount of revenue recognised when the final amounts of any variations has been determined.

 

Allocating amounts to performance obligations

Where the contracts include multiple performance obligations, which are determined to be separate performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin.

1.4
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

 

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

 

 

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

Leasehold improvements
Over the term of the lease
Fixtures and fittings
25% straight line
Computers
33% straight line
Right-of-use assets
Straight line over the shorter of the useful life and the lease term

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 income statement.

1.6
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.7
Impairment of tangible and intangible assets

At each reporting end date, the company 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.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

 

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.

1.8
Cash and cash equivalents

Cash and cash equivalents 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.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or 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 financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

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

Share capital represents the nominal value of shares that have been issued.

 

The capital contribution reserve represents the transfer of share option costs from the parent company where Northcoders Limited is the employer and primary recipient of the benefit of the employment of those staff.

1.12
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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has 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.

1.13
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 inventories or non-current assets.

 

The cost of any unused holiday entitlement 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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately where applicable. Where employees forfeit options (for example on resignation) no further charge is accrued and the amounts recognised in the share option reserve to date are transferred to retained earnings. As the obligation to settle the reward is held by the parent company, Northcoders Group PLC there are no modifications in these company accounts for employees leaving during the vesting period,

 

The cumulative expense over the vesting period is recognised within the Capital Contribution Reserve,

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.16
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease. In doing so the company assesses expectations for the period of use based on break clauses and intention to retain, based on best estimations at inception and at each reporting period end date.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets (typically where total cashflows are lower than £5,000), including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.17
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.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.18

Non-recurring items

Items which are material either because of their size or nature, and which are non-recurring, are presented within administrative expenses. The separate reporting of non-recurring items helps provide a better picture of the company’s underlying performance. Items which are included within the category include (but are not limited to):

 

2
Critical accounting estimates and judgements

In the application of the company’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, 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.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements
(Continued)
- 25 -
Critical judgements
Capitalisation of development costs

The Company recognises as intangible fixed assets development costs that are considered to meet the relevant capitalisation criteria. The measurement of such costs and assessment of their eligibility in line with the appropriate capitalisation criteria requires judgement and estimation around the time spent by eligible staff on development, expectations around the ability to generate future economic benefit in excess of cost and the point at which technical feasibility is established.

Useful lives and impairment of non-current assets (including right of use assets)

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the Company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten/increase then depreciation charges in the financial statements would increase/decrease and carrying amounts of tangible assets would change accordingly.

 

The Company also assesses the useful life of intangible development assets based on experience of past use of those assets, and likely renewal periods to maintain and replace and renew aspects such as coding. Based on this the useful life is 10 years, which reflects management's expectation of consumption of the assets.

 

The Company is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. The recoverable amount is determined based on the higher of value in use calculations or fair value less costs to sell. The use of value in use method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. The Directors are satisfied that all recorded assets will be fully recovered from expected future cash flows.

Deferred taxation

The Company makes provision for anticipated tax consequences based on the likelihood of whether additional

taxes may arise. The Company recognises deferred tax assets to the extent to which it expects to be able to

utilise the balances against future taxable profits.

Key sources of estimation uncertainty
Incremental borrowing rates applied to calculate lease liabilities

The Company has used the incremental borrowing rate to calculate the value of the lease liabilities relating to its property lease liabilities recognised under IFRS 16. The discount rate used reflects the estimated risks associated with borrowing against similar assets by the Company, incorporating assumptions for similar terms, security and funds at that time.

 

The carrying amounts of such liabilities are disclosed within the Group financial statements for Northcoders Group Plc.

Share-based payments

The determination of the fair values of EMI options and warrants has been made by reference to the Black-Scholes model. The input with the greatest amount of estimation being the volatility of the Parent Company’s share price which has been derived via benchmarking against similar companies in the industry. Other key inputs are set out within the Group financial statements for Northcoders Group Plc.

Expected credit losses

The amount recognised as a provision is the best estimate of the expected credit loss that the Company is projected to incur on receivables. At each year end the Directors assess the risks and uncertainties surrounding receivable balances and use expected loss rates based on the historical credit losses experienced by the Company.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements
(Continued)
- 26 -
Revenue provision

An estimate of variable consideration is recognised against DfE income due to the performance-based nature of the contract. The measurement of the consideration requires judgement and estimation around the expectation of what percentage of students who finish the DfE course go into a relevant job within the timescales of the contract. Job outcomes are regularly reviewed by management and the consideration is flexed as necessary.

StepEx revenue

Estimation of StepEx revenue is entirely contingent on the future earnings of students over a fixed period of time. It is calculated on a portfolio basis, looking at expectations of the amounts repayable from all students based on the stage of completion of the course. Variable revenues are not discounted to present value, and are not subject to expected credit loss calculations; instead, the amount is adjusted as each student reaches completion of their contractual earnings period and the final amounts are known because, it is assessed that there is no significant financing component involved.

3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Consumer
7,686,220
5,621,924
Corporate
840,126
688,686
8,526,346
6,310,610
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
8,526,346
6,310,610
2024
2023
£
£
Other income
Management charge income
1,000
16,434

Consumer revenue includes undiscounted EdAid sales of £nil (2023: £7,542) of which some of these contain a financing element. EdAid sales are governed by a formal credit agreement facilitated by a third party.

 

Also included within consumer revenue is undiscounted StepEx sales of £177,361 (2023: £29,924). StepEx sales are governed by a formal credit agreement facilitated by a third party. the discounted element based on expected repayment profiles inherent in the agreement at date of invoice.

 

In the case of Future Earnings Agreements, management make an estimate as to the individual’s future salary and accordingly recognise the most likely amount of revenue which they expect to receive from the individual. Note that the revenue estimate recognised in the financial statements is capped at the standard course fee, although there may be scope for certain individuals to pay fees in excess of this cap over the lifetime of the repayment term which is recognised as received.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
4
Exceptional items
2024
2023
£
£
Income
Impairment of amounts due from subsidiary
50,000
-
Expenditure
Irrecoverable amounts
-
485,770
Impairment of investment in subsidiary
-
75,000
Impairment of amounts due from subsidiary
-
266,787
-
827,557
Net exceptional income/(expenditure)
50,000
(827,557)

During the year no non-recurring expenses were incurred.

 

Having reviewed the recoverability of contract assets, management have assessed that a portion of income accrued during 2022, amounting to £485,770, was irrecoverable and has therefore been written off.

 

The company recognises revenue in accordance with IFRS 15, and at the time of recognising the contract asset had every expectation that the amounts would be recoverable. The contracts are performance-based and external factors and conditions arising during 2023, which could not be foreseen, have had a detrimental impact to the recoverability of these contract assets. Such factors and conditions have been taken into account in recognising revenue as at 31 December 2023.

 

During the previous year the company's subsidiary, Northcoders TechEd Limited, ceased to trade. As a result, the cost of investment of £75,000 has been impaired in full. Furthermore, the amount payable to the company at the year end of £266,787 has also been impaired due to uncertainty surrounding its recoverability.

 

During 2024, £50,000 of this amount has now been received and is shown as exceptional income in these separate financial statements.

5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses
1,851
766
Fees payable to the company's auditor for the audit of the company's financial statements
47,500
40,000
Depreciation of property, plant and equipment
130,017
171,439
Profit on disposal of property, plant and equipment
(246)
(83)
Amortisation of intangible assets (included within administrative expenses)
187,062
121,242
Impairment of investment in subsidiary
-
0
75,000
Impairment loss recognised on intercompany receivables
-
0
266,787
Share-based payments
138,446
186,542
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
47,500
40,000
7
Employees

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

2024
2023
Number
Number
Directors
5
5
Administration and operations
55
44
Client service delivery
69
75
Total
129
124

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
5,050,765
3,637,256
Social security costs
504,151
375,413
Pension costs
244,828
418,381
5,799,744
4,431,050

In addition to the above, further employee costs have been incurred as part of the development costs, as disclosed in the intangible asset note. The total employment costs capitalised were £536,417 (2023: £714,204).

Excluded from the above are wage costs which have been recharged by the company to Tech Returners Limited (a company under common control) and Northcoders Group plc (parent) to reflect the work performed for those companies by Northcoders Limited employees, The recharges were £49,970 (2023 - £782,444).

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
489,980
322,034
Company pension contributions to defined contribution schemes
35,703
25,725
525,683
347,759

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
183,313
170,843
Company pension contributions to defined contribution schemes
11,169
13,625
9
Investment income
2024
2023
£
£
Interest income
Interest receivable from group companies
-
0
9,057
Other interest income
29,938
14,115
Total income
29,938
23,172
10
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
64,936
107,718
Interest payable to group undertakings
189,983
154,690
Interest on lease liabilities
11,298
25,601
266,217
288,009
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
(39,045)
Adjustments in respect of prior periods
1,725
(31,151)
Total UK current tax
1,725
(70,196)
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
2024
2023
£
£
(Continued)
- 30 -
Deferred tax
Origination and reversal of temporary differences
(44,853)
(65,726)
Adjustment in respect of prior periods
21,988
-
0
(22,865)
(65,726)
Total tax (credit)
(21,140)
(135,922)

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

2024
2023
£
£
Profit/(loss) before taxation
473,186
(1,073,919)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 23.52%)
118,297
(252,586)
Effect of expenses not deductible in determining taxable profit
2,522
107,061
Additional deduction for R&D expenditure
(12,500)
-
0
Adjustment in respect of prior years
23,713
(31,151)
Effect of change in UK corporation tax rate
-
0
(3,983)
Research and development tax credit
(126,498)
2,254
Other permanent differences
(26,674)
(897)
Share based payment charge
-
43,380
Taxation credit for the year
(21,140)
(135,922)

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Share-based payment transactions
(32,746)
(3,725)

The UK corporation tax rate was 19.00% until April 2023 when it increased to 25% for groups with taxable profits of over £250,000. Deferred tax at the reporting period end date was measured at 25% (2023: 25%).

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
12
Intangible fixed assets
Development costs
£
Cost
At 31 December 2023
1,769,734
Additions - internally generated
561,398
At 31 December 2024
2,331,132
Amortisation and impairment
At 31 December 2023
355,876
Charge for the year
187,062
At 31 December 2024
542,937
Carrying amount
At 31 December 2024
1,788,195
At 31 December 2023
1,413,858

The directors remain confident that these assets are worth at least their balance sheet values based on projected cashflows.

13
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computers
Right-of-use assets
Total
£
£
£
£
£
Cost
At 1 January 2024
108,878
146,765
260,916
1,157,429
1,673,988
Additions
-
0
-
0
38,411
-
0
38,411
Disposals
(105,598)
-
0
(1,450)
(784,200)
(891,248)
At 31 December 2024
3,280
146,765
297,877
373,229
821,151
Accumulated depreciation and impairment
At 1 January 2024
100,924
138,144
163,517
959,857
1,362,442
Charge for the year
6,313
3,304
60,420
59,980
130,017
Eliminated on disposal
(105,598)
-
0
(40)
(784,200)
(889,838)
At 31 December 2024
1,639
141,448
223,897
235,637
602,621
Carrying amount
At 31 December 2024
1,641
5,317
73,980
137,592
218,530
At 31 December 2023
7,954
8,621
97,399
197,572
311,546
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Property, plant and equipment
(Continued)
- 32 -

Leased assets are presented as right of use assets. Payments in respect of short term and low value leases (where leases have a value less than £5,000 or term less than 12 months) continue to be charged to the income statement on a straight-line basis over the lease term.

 

Leases are discounted at the company's incremental borrowing rate at inception of each lease.

 

14
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investment in subsidiaries
-
-
-
-
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in non-current investments
Shares in subsidiary undertakings
£
Cost
At 1 January 2024 & 31 December 2024
75,000
Impairment
At 1 January 2024 & 31 December 2024
(75,000)
Carrying amount
At 31 December 2024
-
At 31 December 2023
-
15
Subsidiaries

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

Name of undertaking
Incorporation
Principal activities
Class of
% Held
shares held
Direct
Northcoders TechEd Limited
England and Wales
Dormant
Ordinary
100.00
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Subsidiaries
(Continued)
- 33 -

Registered office addresses (all UK unless otherwise indicated):

Bloc, 17 Marble Street, Manchester, M2 3AW
16
Contracts with customers
2024
2023
2023
Period end
Period end
Period start
£
£
£
Contracts in progress
Contract assets
1,624,485
1,246,537
1,620,993
Contract liabilities
(73,557)
(97,358)
(5,239)
17
Trade and other receivables
2024
2023
£
£
Trade receivables
342,728
375,048
Contract assets (note 16)
1,624,485
1,246,537
Corporation tax recoverable
-
39,045
Amounts owed by fellow group undertakings
113,855
463,999
Other receivables
15,213
15,688
Prepayments and accrued income
98,421
106,563
2,194,702
2,246,880

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. Included within trade receivables are undiscounted EdAid receivables of £9,856 (2023: £12,756). EdAid receivables are governed by a formal credit agreement facilitated by a third party. Some of the amounts receivable are subject to interest income which is charged at the official rate of RPI inflation. There is a discounted financing agreement implicit in the revenue recognition under IFRS 15, which has been calculated using an estimated discount rate of 7%. The cumulative discount recognised and not yet unwound as at the year end is £nil (2023: £Nil). In addition, trade receivables includes £134,904 (2023: £129,279) due from StepEx under a future earnings agreement. Management make an estimate as to the individual’s future salary and accordingly recognise a receivable capped at the standard course fee, although there may be scope for certain individuals to pay fees in excess of this cap over the lifetime of the repayment term which is recognised as received.

 

The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

 

The average credit period given on sales (except for those sales party to student finance arrangements with StepEx or EdAid) is 30 days. The expected loss rates are based on the historical credit losses experienced by the Company. The Company has taken the exemption under FRS 101 to not present an analysis of its expected credit losses and associated credit risks.

 

Amounts owed by group undertakings relate to amounts due from Northcoders Tech Returners Limited.The company recognises interest income on amounts owed by fellow group undertakings at a rate of 3.9%. The balance is unsecured and has no fixed date of repayment. Northcoders Tech Returners Limited ceased trading activity during 2023.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
18
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Borrowings
19
243,917
279,104
206,743
450,660
Trade and other payables
20
4,058,959
4,454,528
-
0
-
0
Taxation and social security
579,994
330,381
-
-
Lease liabilities
21
47,583
212,112
99,844
154,070
4,930,453
5,276,125
306,587
604,730
19
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Borrowings held at amortised cost:
Bank loans
62,500
62,500
52,083
114,583
Other loans
181,417
216,604
154,660
336,077
243,917
279,104
206,743
450,660

The company has the following borrowings at 31 December 2024:

 

 

20
Trade and other payables
2024
2023
£
£
Trade payables
42,326
38,215
Contract liabilities (note 16)
73,557
97,358
Amount owed to parent undertaking
3,587,175
3,886,089
Accruals and deferred income
272,333
264,388
Other payables
83,568
168,478
4,058,959
4,454,528

Amounts owed to parent undertaking are unsecured, bear interest at a rate of 3.9% and have no fixed date of repayment.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
21
Lease liabilities
2024
2023
Maturity analysis
£
£
Within one year
59,279
223,701
In two to five years
103,636
162,915
Total undiscounted liabilities
162,915
386,616
Future finance charges and other adjustments
(15,488)
(20,434)
Lease liabilities in the financial statements
147,427
366,182

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£
£
Current liabilities
47,583
212,112
Non-current liabilities
99,844
154,070
147,427
366,182
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
11,298
25,601
22
Deferred taxation
Liabilities
Assets
2024
2023
2024
2023
£
£
£
£
Deferred tax balances
-
0
229,168
50,876
289,925
Deferred tax assets are expected to be recovered as follows:
- Within one year
50,876
254,938
- After more than one year
-
34,987
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Deferred taxation
(Continued)
- 36 -

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Accelerated Capital Allowances
Tax losses
Provisions
Share-based payments
Capitalised R&D
Transition to IFRS
Right of use assets
Lease liabilities
Total
£
£
£
£
£
£
£
£
£
Liability at 1 January 2023
12,751
-
0
-
0
-
0
205,224
-
0
-
0
-
217,975
Asset at 1 January 2023
-
0
(86,955)
(11,768)
(49,735)
-
0
(68,273)
-
0
-
(216,731)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
3,423
(156,978)
763
46,010
7,770
33,286
-
-
(65,726)
Charge/(credit) to other comprehensive income
-
-
-
3,725
-
-
-
-
3,725
Liability at 1 January 2024
16,174
-
-
-
212,994
-
-
-
229,168
Asset at 1 January 2024
-
0
(243,933)
(11,005)
-
0
-
0
(34,987)
-
0
-
(289,925)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(7,628)
(152,503)
5,193
(34,613)
112,170
34,987
(14,995)
12,536
(44,853)
Credit direct to equity
-
-
-
32,746
-
-
-
-
32,746
Adjustment to prior year balances
-
21,988
-
-
-
-
49,393
(49,393)
21,988
Liability/(Asset) at 31 December 2024
8,546
(374,448)
(5,812)
(1,867)
325,164
-
0
34,398
(36,857)
(50,876)
NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Deferred taxation
(Continued)
- 37 -

In the current year, deferred tax balances have been presented on an offset basis, on the grounds that all balances automatically unwind against each other within a few years of the reporting date.

 

The adjustment to prior year balances reflects two factors:

 

1. The correction of a mathematical calculation of tax losses in the prior year.

2. The omission of amendments to IAS 12 'Income Taxes' in respect of lease assets and liabilities.

 

Both changes are immaterial to the financial statements and have therefore been processed as an adjustment to the current year only.

The Company has estimated tax losses carried forward of £1,406,000 (2023 - £895,540), which are all recognised as a deferred tax asset. The losses do not expire.

23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
244,828
418,381

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the balance sheet date, an amount of £45,366 (2023: £46,310) was payable to the scheme and is included within 'other payables'.

 

24
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 0.01p each
2,830,000
2,830,000
283
283
B Ordinary shares of 0.01p each
2,170,000
2,170,000
217
217
5,000,000
5,000,000
500
500
25
Capital contribution reserve
2024
2023
£
£
At the beginning of the year
504,490
317,948
Additions
138,446
186,542
At the end of the year
642,936
504,490

This reserve represents cumulative expense over the vesting period relating to the share-based payment awards settled by the parent company, Northcoders Group Plc.

NORTHCODERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
26
Contingent liabilities

The company has no commitments, guarantees or contingent liabilities at the year-end.

27
Events after the reporting date

Funding

In March 2025 the Company secured finance to support future growth from NatWest bank of £1.5million. This included a £0.4 million refinance of the existing 11% loan with Creative England, secured over three years at an improved rate of 3.5% above base and a further £1.0 million over four years at a fixed rate of 2.5% above base. The new loans are secured.

Loss of key contract

In April 2025 the Company received confirmation from the Department for Education ("DfE") that its sales contract with the DfE would not be extended beyond its initial 18 month period announced on 16 January 2024. The contract provided the Company with £10million to train individuals.

This decision is a government-wide strategy to move from a centralised funding model to a fully regional funding model. At the date of approval of the financial statements, the Company is already at the latter stages of bids in multiple localities, and the Directors remain optimistic of substantially equivalent funding contracts being obtained under the new funding models.

The loss of the contract was assessed as a potential factor in the Company's impairment review at 31 December 2024, but this outcome crystallising is an indicator of impairment in April 2025, and does not trigger a reassessment at the year end. The Directors have considered the position with updated knowledge as at the date of approval of the financial statements and remain of the opinion that future cashflows, including both known and potential revenues such as those being sought under new funding models, give the Directors comfort that sufficient replacement revenue will be generated to an extent that no impairment would be required.

28
Related party transactions
Remuneration of key management personnel

No disclosure is provided by virtue of the exemptions offered by FRS 101.

Other information

The Company has taken advantage of the exemption available in FRS 101 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group, which would otherwise be required by IAS 24 'Related party disclosures'.

29
Controlling party

The Company is a wholly owned subsidiary of Northcoders Group Plc. Northcoders Group Plc is the immediate and ultimate parent company, and the smallest and largest company that consolidates Northcoders Limited into its financial statements. Copies of its consolidated financial statements can be obtained from its registered office at Bloc, 17 Marble Street, Manchester, United Kingdom, M2 3AW.

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