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Registered number: 14525398










MARSHAL MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2024

 
MARSHAL MIDCO LIMITED
 

COMPANY INFORMATION


Directors
P-J Frederix 
A Georgiades 
M Kinski (appointed 4 August 2023, resigned 16 April 2025)
T Smith (resigned 31 March 2025)
M Basham (resigned 8 February 2024)
J Bramley (appointed 8 February 2024, resigned 16 April 2025)




Registered number
14525398



Registered office
30 St. Mary Axe
10th Floor

London

EC3A 8BF





 
MARSHAL MIDCO LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 20


 
MARSHAL MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

Introduction
 
The Company is a holding company. Its purpose was to acquire a 100% interest in Babington Business Limited and its subsidiaries.
The Group’s principal activities is the nation-wide provision of high quality education and training services,   managed service and support service offerings to employers.

Business review and post balance sheet events
 
This is an intermediate holding company and full details of the Group's business review are set out in Marshal Topco Limited. Subsequent to the year end, the Group sold its interest in the Babington Group and the impact of this disposal has been reflected in these financial statements as an impairment. As part of the disposal, the Group retained a shareholding in Babington’s acquirer, the Knovia Group, which is legally held via the Marshal Companies. 

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

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


This report was approved by the board on 25 July 2025 and signed on its behalf.



A Georgiades
Director

Page 1

 
MARSHAL MIDCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the year, after taxation, amounted to £27,269,512 (2023 - loss £13,914,120).

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the year were:

P-J Frederix 
A Georgiades 
M Kinski (appointed 4 August 2023, resigned 16 April 2025)
T Smith (resigned 31 March 2025)
M Basham (resigned 8 February 2024)
J Bramley (appointed 8 February 2024, resigned 16 April 2025)

Future developments

There are no other future developments which require reporting, other than those included in post balance sheet events as detailed below.

Page 2

 
MARSHAL MIDCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Disclosure of information to auditors

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

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

Post balance sheet events

Subsequent to the year end, the Group sold its interest in the Babington Group and the value of this disposal has been reflected in these financial statements as an impairment. As part of the disposal, the Group retained a shareholding in Babington’s acquirer, the Knovia Group, which is legally held via the Marshal Companies. 

Auditors

Under section 487(2) of the Companies Act 2006PKF Smith Cooper (Audit) Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 25 July 2025 and signed on its behalf.
 





A Georgiades
Director

Page 3

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO LIMITED
 

Opinion


We have audited the financial statements of Marshal Midco Limited (the 'Company') for the year ended 31 July 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 July 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 4

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

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


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


Page 5

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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

Based on our understanding of the Company and industry, we identify the key laws and regulations affecting the Company which include compliance with ESFA and OFSTED regulations for trading subsidiary entities.
We identified that the principal risk of fraud or non-compliance with laws and regulations related to:
• management bias in respect of accounting estimates and judgements made;
• management override of control;
• posting of unusual journals or transactions.
We focused on those area that could give rise to a material misstatement in the Company financial statements. Our procedures included, but were not limited to:
• Enquiry of management and those charged with governance/review of correspondence around actual and potential litigation and claims, including instances of non-compliance with laws and regulations and fraud;
• Reviewing minutes of meetings of those charged with governance where available;
• Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations and fraud/ and enquiries with third party advisors about potential claims;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. In particular, the valuation of intercompany debtors as well as performing analytical procedures to identify any unexpected or unusual relationships that might indicate material misstatement due to fraud.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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


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


Page 6

 
MARSHAL MIDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARSHAL MIDCO LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Delve (Senior Statutory Auditor)
for and on behalf of
PKF Smith Cooper (Audit) Limited
Statutory Auditor
1 Prospect Place
Derby
DE24 8HG

28 July 2025
Page 7

 
MARSHAL MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024

Year ended
31 July
8 months ended
31 July
2024
2023
Note
£
£

  

Administrative expenses
  
(23,028)
(3,800)

Exceptional administrative expenses
 9 
(26,658,987)
(13,880,861)

Operating loss
  
(26,682,015)
(13,884,661)

Interest receivable and similar income
 6 
3,479,277
2,042,711

Interest payable and similar expenses
 7 
(4,066,774)
(2,072,170)

Loss before tax
  
(27,269,512)
(13,914,120)

Tax on loss
 8 
-
-

Loss for the financial year
  
(27,269,512)
(13,914,120)

There was no other comprehensive income for 2024 (2023:£NIL).

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

Page 8

 
MARSHAL MIDCO LIMITED
REGISTERED NUMBER: 14525398

BALANCE SHEET
AS AT 31 JULY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 10 
225,095
225,095

  
225,095
225,095

Current assets
  

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

Debtors: amounts falling due within one year
 11 
487,704
2,050,000

  
487,704
19,280,263

Creditors: amounts falling due within one year
 12 
(14,319,674)
(8,697,860)

Net current (liabilities)/assets
  
 
 
(13,831,970)
 
 
10,582,403

Total assets less current liabilities
  
(13,606,875)
10,807,498

Creditors: amounts falling due after more than one year
 13 
(27,351,662)
(24,496,523)

  

Net liabilities
  
(40,958,537)
(13,689,025)


Capital and reserves
  

Called up share capital 
 15 
225,095
225,095

Profit and loss account
 16 
(41,183,632)
(13,914,120)

  
(40,958,537)
(13,689,025)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2025.




A Georgiades
Director

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

Page 9

 
MARSHAL MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

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


Contributions by and distributions to owners

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


Total transactions with owners
225,095
-
225,095



At 1 August 2023
225,095
(13,914,120)
(13,689,025)


Comprehensive income for the year

Loss for the year
-
(27,269,512)
(27,269,512)
Total comprehensive income for the year
-
(27,269,512)
(27,269,512)


At 31 July 2024
225,095
(41,183,632)
(40,958,537)


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

Page 10

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

1.


General information

The Company is a private company limited by shares and is incorporated in England and Wales and details of its registered office are set out in the company information page. The principal activity of the Company is disclosed in the Strategic report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are prepared in £ sterling and rounded to the nearest £.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Marshal Topco Limited as at 31 July 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Exemption from preparing consolidated financial statements

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

Page 11

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Company has net liabilities of £40,958,537 and is dependent on the on-going support of Group companies. 
As noted in the subsequent events section, the group has disposed of it's investment in the Babington group and has retained a shareholding in Babington’s acquirer, the Knovia Group. As such, the group is expected to continue to trade as an intermediate holding group for the purposes of this investment. 
As noted above, the Group and Company have received a letter of continued commitment from Unigestion confirming that the liabilities will not be called in unless the Company is in a position to repay any amounts. Therefore, the directors consider that they have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future and to meet its current liabilities as they fall due.
The Company therefore continues to adopt the going concern basis in preparing its financial statements.

 
2.5

Interest income

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

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

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

Page 12

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

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

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)

measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 14

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There are no significant areas of estimation of judgment, with the exception of the provision against intercompany debtors.


4.


Auditors' remuneration

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


Year ended
31 July
8 months ended
31 July
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
1,300
1,250


5.


Employees




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


      Year ended
        31 July
   8 months ended
         31 July
        2024
        2023
            No.
            No.







Directors
5
5

The only employees were directors and they were not remunerated through this Company.


6.


Interest receivable

Year ended
31 July
8 months ended
31 July
2024
2023
£
£


Other interest receivable
3,479,277
2,042,711

Page 15

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

7.


Interest payable and similar expenses

Year ended
31 July
8 months ended
31 July
2024
2023
£
£


Other loan interest payable
4,066,774
2,072,170


8.


Taxation


Year ended
31 July
8 months ended
31 July
2024
2023
£
£


Total current tax
-
-

Deferred tax

Total deferred tax
-
-


-
-

Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 22.08%). The differences are explained below:

Year ended
31 July
8 months ended
31 July
2024
2023
£
£


Loss on ordinary activities before tax
(27,269,512)
(13,914,120)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.08%)
(6,817,378)
(3,072,238)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,664,746
3,064,896

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

Unrelieved tax losses carried forward- not recognised
1,015,331
518,042

Group relief
(862,699)
(450,102)

Total tax charge for the year/period
-
-

Page 16

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
 
8.Taxation (continued)


Factors that may affect future tax charges

There is an unrecognised deferred tax asset of £1,533,373 (2023:£518,042). This is a timing difference, which has not been recognised as, on reversal, would result in taxable losses.


9.


Exceptional items

Year ended
31 July
8 months ended
31 July
2024
2023
£
£


Provision against intercompany debtor
26,658,987
13,880,861


10.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 August 2023
225,095



At 31 July 2024
225,095





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

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

Only Marshal Bidco Limited is directly owned by the Company, all of the other subsidiaries are held indirectly. At 31 July 2024, the registered office for all of the subsidiary entities was 55 Colmore Row Birmingham. Subsequent to the year end, the registered office for Marshal Bidco Limited was changed to 30 St. Mary Axe 10th Floor London EC3A 8BF
 

Page 17

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

11.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
-
17,230,263


The intercompany balance has a maturity date of 14 December 2029, or a later date if agreed between the Company and its immediate subsidiary. The interest is accruing at 11% per annum and is payable quarterly in arrears. As allowed under the terms of the loan agreement, the Subsidiary has elected not to pay any interest until the loan is repaid.
The total intercompany balance is £34,590,402 and a full provision has been made against this debt (2023: £13,880,861).

2024
2023
£
£

Due within one year

Amounts owed by group undertakings
487,704
2,050,000



12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Loan notes (see note 14)
12,120,592
8,250,000

Amounts owed to group undertakings
508,904
-

Accruals and deferred income
1,690,178
447,860

14,319,674
8,697,860



13.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Loan notes (see note 14)
22,898,346
22,822,983

Amounts owed to group undertakings
54,076
48,625

Accruals and deferred income
4,399,240
1,624,915

27,351,662
24,496,523


Page 18

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

14.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Loan notes
12,120,592
8,250,000



Amounts falling due after more than 5 years

Loan notes
22,898,346
22,822,983

35,018,938
31,072,983


The loan notes due after more than 5 years have a maturity date of 14 December 2029. The interest is accruing at 11% per annum and is payable quarterly in arrears. As allowed under the terms of the loan agreement, the Company has elected not to pay any interest until the loan is repaid and this has been shown as a long term creditor in accruals and deferred income. The loan notes are unsecured. The loan notes due within one year are repayable on demand and interest is accruing at 11% per annum.


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



225,095 (2023 - 225,095) Ordinary shares of £1.00 each
225,095
225,095



16.


Reserves

Profit and loss account

The profit and loss account consists of the Company's distributable reserves. There are no restrictions on the distribution of the profit and loss account


17.


Related party transactions

The Company has taken advantage of the exemption available within the FRS 102 not to disclose details of any transactions between itself and its fellow group undertakings on the basis that it is a subsidiary undertaking where 100% of the voting rights are controlled within the Group whose consolidation financial statements are publicly available.

Page 19

 
MARSHAL MIDCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

18.


Controlling party

The Company's immediate parent company is Marshal Topco Limited, the parent undertaking of the largest and smallest group for which consolidated accounts are prepared is a company incorporated in England and Wages. Consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
Marshal Topco Limited is considered to be under the control of funds managed by an affiliate of Unigestion SA.
The directors consider that there is no one ultimate controlling party by virtue of there being no majority shareholder within the ultimate parent entity.

Page 20