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Registered number: 15494101










YEB UK HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024



















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YEB UK HOLDINGS LIMITED
 
 
Company Information


Directors
D Bertram (appointed 18 April 2024)
B Doyle (appointed 16 February 2024)
J T Hoeveler (appointed 16 February 2024)




Registered number
15494101



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Independent auditor
Sayers Butterworth LLP
Chartered Accountants and Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW





 
YEB UK HOLDINGS LIMITED
 

Contents



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditor's Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Balance Sheet
 
11
Company Balance Sheet
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 33


 
YEB UK HOLDINGS LIMITED
 
 
Group Strategic Report
For the Period Ended 31 December 2024

Introduction
 
The Directors present their Strategic Report for the period ending 31 December 2024.

Business review
 
The Directors report a set of results that show a loss of £293,703 for the period ended 31 December 2024.
At the start of the period, the Group purchased 100% of the share capital of CMT Learning Limited and its subsidiary, Sports Camps UK Limited. More detail on this acquisition is set out in note 21.   
Overall, the Directors were content with the performance of the Group and look forward to improvements in future years as the business grows.

Page 1

 
YEB UK HOLDINGS LIMITED
 

Group Strategic Report (continued)
For the Period Ended 31 December 2024

Principal risks and uncertainties
 
The principal risks and uncertainties faced by the Group are set out below:
Acquisitions and investments
Part of the Group’s strategy is to acquire and make investments in complementary businesses, services or products as appropriate opportunities arise. The risks the Group may face should it acquire or invest in complementary businesses include:
 • Difficulties with the integration and assimilation of the acquired business;
 • Diversion of the attention of the Group’s management team from other business concerns;
 • Availability of favourable acquisition or investment financing; and
 • Loss of key employees of any acquired business.
To mitigate the risks in respect of acquisitions and investments, the Group carries out detailed due diligence and produces cash flow projections to ensure that any target is a suitable strategic fit and is financially sound.  The Group generally uses the same employees and advisors to do the acquisition work.
Attraction and retention of key employees
The Group depends on its Directors and other key employees and whilst it has entered into contractual arrangements with these individuals, retention of these services cannot be guaranteed. The Group has attempted to reduce this risk by offering competitive remuneration packages. The Group also invests significantly in training and development.
Regulatory Risks
The Group may be affected by the prevailing regulatory and legal environment relating to its business.
Financial Risks
The Group operates in the UK and is currently not exposed to any significant foreign exchange risk. 
The Group is exposed to credit risk, but despite trade receivables being a material number, it comprises of a large number of individual clients. Receivable balances are also monitored on an on-going, regular basis with the result that the Group’s exposure to bad debts is not significant.
All of the Group’s cash and bank balances are held with recognised UK clearing banks.
Liquidity risk is managed through weekly, quarterly and annual cash flow forecasting and monitoring..

Financial key performance indicators
 
The Directors use a number of key performance indicators to monitor and appraise the trading and performance of the businesses. This is primarily achieved through the comprehensive monthly monitoring of sales volumes and margins, regular analysis of staff costs and HR trends and forecasting of cash receipts and payments.
The main key performance indicators of the group are:
Registrations - total registrations for the calendar year were 4,446;
Ticket price - average ticket price (accross sport categories) was £1,992; and
Revenue - revenue for the period was £10.13m. 

Page 2

 
YEB UK HOLDINGS LIMITED
 

Group Strategic Report (continued)
For the Period Ended 31 December 2024


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



D Bertram
Director

Page 3

 
YEB UK HOLDINGS LIMITED
 
 
 
Directors' Report
For the Period Ended 31 December 2024

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

Results and dividends

The loss for the period, after taxation, amounted to £432,255.

The directors do not recommend payment of a final dividend.

For more details on the performance for the period, see the Review of Business in the Strategic Report.
Share capital
Full details of the issued share capital of the Company are set out in note 18 to the financial statements.
Acquisitions
On 20 February 2024, YEB UK Holdings Limited purchased 100% of the share capital of CMT Learning Limited and its subidiary, Sports Camps UK Limited.  
More detail on the acquisitions can be found in note 20.

Directors

The directors who served during the period were:

D Bertram (appointed 18 April 2024)
B Doyle (appointed 16 February 2024)
J T Hoeveler (appointed 16 February 2024)

Future developments

Following the year end, a performance-related contingent consideration included in the agreement for the purchase of CMT Learning Limited and Sports Camps UK Limited was determined to have been satisfied. This resulted in an additional cost to purchase the group and additional goodwill of £2,278,566.

Items of strategic importance are disclosed in the Strategic Report.

Disclosure of information to auditor

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 and the Group's auditor is 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 and the Group's auditor is aware of that information.

Post balance sheet events

There were no other post balance sheet events not already disclosed above.

Page 4

 
YEB UK HOLDINGS LIMITED
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2024

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

The auditor, Sayers Butterworth LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





D Bertram
Director

Page 5

 
YEB UK HOLDINGS LIMITED
 
 
 
Independent Auditor's Report to the Members of YEB UK Holdings Limited
 

Opinion


We have audited the financial statements of YEB UK Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 6

 
YEB UK HOLDINGS LIMITED
 
 
 
Independent Auditor's Report to the Members of YEB UK Holdings Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual 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.


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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 7

 
YEB UK HOLDINGS LIMITED
 
 
 
Independent Auditor's Report to the Members of YEB UK Holdings Limited (continued)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditor's responsibilities for the audit of the financial statements
 

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

Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the Group.
The following laws and regulations were identified as being of significance to the Group:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, GDPR, Employment, Safeguarding, Tax and Pension legislation, and distributable profits legislations. It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the Group complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Group's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
Page 8

 
YEB UK HOLDINGS LIMITED
 
 
 
Independent Auditor's Report to the Members of YEB UK Holdings Limited (continued)




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 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 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 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.





Hannah Clegg (Senior Statutory Auditor)
  
for and on behalf of
Sayers Butterworth LLP
 
Chartered Accountants and Statutory Auditor
  
3rd Floor
12 Gough Square
London
EC4A 3DW

25 July 2025
Page 9

 
YEB UK HOLDINGS LIMITED
 
 
Consolidated Statement of Comprehensive Income
For the Period Ended 31 December 2024

Period ended
31 December
2024
Note
£

  

Turnover
 4 
10,125,419

Cost of sales
  
(6,560,105)

Gross profit
  
3,565,314

Administrative expenses
  
(3,688,918)

Operating (loss)/profit
 5 
(123,604)

Interest receivable and similar income
 8 
65,129

(Loss)/profit before taxation
  
(58,475)

Tax on (loss)/profit
 9 
(373,780)

(Loss)/profit for the financial period
  
(432,255)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(432,255)

  
(432,255)

There was no other comprehensive income for 2024.

The notes on pages 17 to 33 form part of these financial statements.

Page 10

 
YEB UK HOLDINGS LIMITED
Registered number: 15494101

Consolidated Balance Sheet
As at 31 December 2024

2024
Note
£

Fixed assets
  

Intangible assets
 10 
7,457,598

  
7,457,598

Current assets
  

Stocks
 14 
17,627

Debtors: amounts falling due within one year
 15 
1,126,157

Cash at bank and in hand
 16 
1,179,156

  
2,322,940

Creditors: amounts falling due within one year
 17 
(1,755,588)

Net current assets
  
 
 
567,352

Total assets less current liabilities
  
8,024,950

Net assets
  
8,024,950


Capital and reserves
  

Called up share capital 
 19 
8,457,205

Profit and loss account
 20 
(432,255)

Equity attributable to owners of the parent Company
  
8,024,950


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




D Bertram
Director

The notes on pages 17 to 33 form part of these financial statements.

Page 11

 
YEB UK HOLDINGS LIMITED
Registered number: 15494101

Company Balance Sheet
As at 31 December 2024

2024
Note
£

Fixed assets
  

Investments
 12 
9,878,976

  
9,878,976

  

Creditors: amounts falling due within one year
 17 
(1,423,364)

Net current (liabilities)/assets
  
 
 
(1,423,364)

Total assets less current liabilities
  
8,455,612

  

  

Net assets
  
8,455,612


Capital and reserves
  

Called up share capital 
 19 
8,457,205

Profit and loss account carried forward
 20 
(1,593)

  
8,455,612


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


D Bertram
Director

The notes on pages 17 to 33 form part of these financial statements.

Page 12

 
YEB UK HOLDINGS LIMITED
 

Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
(432,255)
(432,255)
(432,255)


Contributions by and distributions to owners

Shares issued during the period
8,457,205
-
8,457,205
8,457,205


At 31 December 2024
8,457,205
(432,255)
8,024,950
8,024,950

The notes on pages 17 to 33 form part of these financial statements.

Page 13

 
YEB UK HOLDINGS LIMITED
 

Company Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(1,593)
(1,593)


Contributions by and distributions to owners

Shares issued during the period
8,457,205
-
8,457,205


At 31 December 2024
8,457,205
(1,593)
8,455,612

The notes on pages 17 to 33 form part of these financial statements.

Page 14

 
YEB UK HOLDINGS LIMITED
 

Consolidated Statement of Cash Flows
For the Period Ended 31 December 2024

2024
£

Cash flows from operating activities

(Loss)/profit for the financial period
(432,255)

Adjustments for:

Amortisation of intangible assets
1,555,724

Depreciation of tangible assets
1,927

Interest received
(65,129)

Taxation charge
373,780

(Increase)/decrease in stocks
(17,627)

Decrease in debtors
1,994,442

(Decrease)/increase in creditors
(3,572,102)

Increase in amounts owed to groups
321,695

Corporation tax (paid)/received
(330,129)

Net cash generated from operating activities

(169,674)


Cash flows from investing activities

Interest received
65,129

Acquisition of subsidiaries
(227,600)

Cash acquired on acquisition of subsidiaries
1,511,301

Net cash from investing activities

1,348,830


New loans from group companies
900,000

Loans from group companies repaid
(900,000)

Net cash used in financing activities
-

Net increase in cash and cash equivalents
1,179,156

Cash and cash equivalents at the end of period
1,179,156


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,179,156

1,179,156


The notes on pages 17 to 33 form part of these financial statements.

Page 15

 
YEB UK HOLDINGS LIMITED
 

Consolidated Analysis of Net Debt
For the Period Ended 31 December 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2024
£

£

£

Cash at bank and in hand

(104,545)

1,283,701

1,179,156


(104,545)
1,283,701
1,179,156

The notes on pages 17 to 33 form part of these financial statements.

Page 16

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

1.


General information

YEB UK Holdings Limited is a private limited company, incorporated in the United Kingdon and registered in England and Wales. The company's registered office is 3rd Floor, 12 Gough Square, London EC4A 3DW. The company was incorporated on 16 February 2024 and these financial statements are for the period to 31 December 2024.

The principal activity of the group is the provision of technical and vocational secondary education through camps for students.

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Advantage has been taken of the reduced disclosure exemption available in FRS 102 to not present the Cash flow statement for the parent company and a reconciliation of shares outstanding at the start and end of the period.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from the sale of merchandise and tuck shops is recognised at the point of sale.

Revenue from the provision of camps and tours is recognised at the point which the event takes place. In the event of cancellation non-refundable deposits are recognised at the date of cancellation.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

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

Page 18

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
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 and the Group operate and generate 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

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.
The cost of a business combination is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group in exchange for control and the costs directly attributable to the business combination. The consideration transferred includes the estimate of any asset or liability resulting from a contingent consideration arrangement where the transfer of further consideration is probable and can be measured reliably. Identifiable assets acquired and liabilities and contingent liabilities assumed in the business combination are measured initially at their fair values at the acquisition date. Contingent liabilities are only recognised where the fair value can be measured reliably.

Page 19

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 5 years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures & fittings
-
20%
Computer equipment
-
20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

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

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 20

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price.

 
2.17

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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
Page 21

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Judgements 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.
Critical accounting estimates and assumptions
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Recoverability of debtors and accuracy of deferred income
When assessing the recoverability of trade debtors the directors consider whether there are any circumstances regarding a customer's inability to meet its financial obligation and whether a provision is required against the debtor or deferred income. These amounts are adjusted for management's best estimate of future cancellations based on previous experience.
(ii) Impairment of investments in subsidiary companies and other goodwill
When assessing the valuation of investments and goodwill the directors consider whether there are any indicators of impairment of the investments in subsidiary companies. Factors taken into consideration in reaching such a decision include the expected future financial performance of the subsidiaries. Estimate and judgement is also required in determining the appropriate amortisation period.

Page 22

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
31 December
2024
£

Individuals sales
6,952,438

Agent sales
2,874,048

Merchandise, tuck shop and other sales
298,933

10,125,419


Period ended
31 December
2024
£

United Kingdom
10,125,419

10,125,419


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

Period ended
31 December
2024
£

Exchange differences
1,593

Other operating lease rentals
97,960

Page 23

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

6.


Auditor's remuneration

During the period, the Group obtained the following services from the Company's auditor:


Period ended
31 December
2024
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
25,250


7.


Employees

Staff costs were as follows:


Group
2024
£


Wages and salaries
2,264,258

Social security costs
109,833

Cost of defined contribution scheme
143,822

2,517,913


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



Group
Company
     Period ended
     31 December
     Period ended
     31 December
        2024
        2024
            No.
            No.







Employees
76
3

Page 24

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

8.


Interest receivable

Period ended
31 December
2024
£


Other interest receivable
65,129

65,129


9.


Taxation


Period ended
31 December
2024
£

Corporation tax


Current tax on profits for the period
374,145


Total current tax
374,145

Deferred tax


Origination and reversal of timing differences
(365)

Total deferred tax
(365)


373,780
Page 25

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024
 
9.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

Period ended
31 December
2024
£


(Loss)/profit on ordinary activities before tax
(58,475)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(14,619)

Effects of:


Non-tax deductible amortisation of goodwill
388,931

Other expenses not deductible for tax purposes
1,655

Other timing differences leading to an increase (decrease) in taxation
(1,074)

Marginal relief
(1,113)

Total tax charge for the period
373,780


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

10.


Intangible assets

Group




Goodwill

£



Cost


Additions
9,013,322



At 31 December 2024

9,013,322



Amortisation


Charge for the period on owned assets
1,555,724



At 31 December 2024

1,555,724



Net book value



At 31 December 2024
7,457,598



Page 27

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

11.


Tangible fixed assets

Group






Fixtures & fittings
Computer equipment
Total

£
£
£



Cost or valuation


Acquisition of subsidiary
164
1,763
1,927



At 31 December 2024

164
1,763
1,927



Depreciation


Charge for the period
164
1,763
1,927



At 31 December 2024

164
1,763
1,927



Net book value



At 31 December 2024
-
-
-


12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
9,878,976



At 31 December 2024
9,878,976




Page 28

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

13.



Subsidiary undertakings





The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

CMT Learning Limited
3rd Floor, 12 Gough Square, London, EC4A 3DW
Ordinary
100%
Sports Camps UK Limited
3rd Floor, 12 Gough Square, London, EC4A 3DW
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

CMT Learning Limited
2,858,211
356,791

Sports Camps UK Limited
1,017,809
553,722


14.


Stocks

Group
2024
£

Finished goods
17,627

17,627



15.


Debtors

Group
2024
£


Trade debtors
616,307

Other debtors
77,654

Prepayments and accrued income
432,196

1,126,157


Page 29

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

16.


Cash and cash equivalents

Group
2024
£

Cash at bank and in hand
1,179,156

1,179,156



17.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Trade creditors
138,847
-

Amounts owed to group undertakings
321,695
1,423,364

Corporation tax
182,162
-

Other taxation and social security
77,179
-

Other creditors
28,039
-

Accruals and deferred income
1,007,666
-

1,755,588
1,423,364



18.


Financial instruments

Group
2024
£

Financial assets

Financial assets measured at fair value through profit or loss
1,179,156




19.


Share capital

2024
£
Allotted, called up and fully paid


8,457,205 Ordinary shares of £1.00 each
8,457,205


During the year, the company issued 8,457,205 £1 Ordinary shares at nominal value.

Page 30

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

20.


Reserves

Profit & loss account

The profit and loss account reserve represents all current and prior period retained profits and losses.


21.
 

Business combinations

On 20 February 2024, the group acquired the following group of subsidiaries:

Acquisition of CMT Learning Limited & Sports Camps UK Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
1,927

1,927

Current Assets

Debtors
2,338,550

Cash at bank and in hand
1,511,301

Total Assets
3,851,778

Creditors

Due within one year
(2,986,132)

Total Identifiable net assets
865,646


Goodwill
9,013,322

Total purchase consideration
9,878,968

Consideration

£


Cash
9,357,105

Directly attributable costs
521,863

Total purchase consideration
9,878,968

Page 31

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

21.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
9,357,105

Directly attributable costs
521,868

9,878,973

Less: Cash and cash equivalents acquired
(1,511,301)

Net cash outflow on acquisition
8,367,672

Please see the Strategic Report and note 25 for details of the contingent consideration post year end.


22.


Pension commitments

The group contributes to a defined contribution pension scheme. The pension cost charge represents contributions payable by the group to the fund and amounted to £85,042. There were no contributions payable at the balance sheet date.


23.


Commitments under operating leases

At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Not later than 1 year
50,000

Later than 1 year and not later than 5 years
12,500

62,500

The Company had no operating lease committments at the year end.


24.


Related party transactions

During the period, the group paid £13,332 for services provided by directors of the subsidiaries who held office in the period.

During the period, the group also paid £8,950 for services provided by related parties to directors of the subsidiaries who held office in the period.

The company has taken advantage of the exemption provided under FRS 102 Section 33.1A and has not disclosed transactions or balances with members of the Group which are wholly owned.
Page 32

 
YEB UK HOLDINGS LIMITED
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

25.


Post balance sheet events

Following the year end, a performance-related contingent consideration included in the agreement for the purchase of CMT Learning Limited and Sports Camps UK Limited was determined to have been satisfied. This resulted in an additional cost to purchase the group and additional goodwill of £2,278,566.


26.


Controlling party

The immediate parent company of the group is YE Brands Holdings LLC, a company registered in Delaware, USA.

The ultimate parent company is RC V Camp Holdings LLC, a company registered in Delaware, USA.
YEB UK Holdings Limited is the smallest and largest group of companies for which consolidated accounts are prepared and are publicly available. The largest group of companies for which consolidated accounts are prepared is Youth Enrichment Brands, LLC.

The directors do not consider that there is any one ultimate controlling party of the group.

Page 33