REGISTERED NUMBER: 04746709 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MBL (SEMINARS) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mr N J Brailey

Mr A D Brooks

REGISTERED OFFICE:

Holborn Gate

330 High Holborn

London

WC1V 7QT

REGISTERED NUMBER:

04746709 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

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

REVIEW OF BUSINESS

The company's principal activity is the provision of continuing professional development training to the professional services sector.

RESULTS AND PERFORMANCE

MBL is the market leading provider of training services for law firms, accountants and other professional service markets. The trading results for the year and the company's financial position at the end of the year are shown in the attached financial statements. The company's key financial performance indicators for the year ended 31 December 2024 are summarised below:

2024

2023

£'m

£'m

Turnover

14.2

12.5

Gross Profit

11.8

10.1

Gross Margin %

83

81

The company continues to trade profitably and is confident that it is well placed to benefit from the growing number of opportunities for its products and services through leveraging the rich content coverage from the wider group to broaden coverage of its learning and development services.

The board expresses its appreciation for the contributions made by all of its employees throughout the year.

FUTURE DEVELOPMENTS

The company will invest further resource into its webinar subscription platform and website to enable it to respond to customer requirements and capitalise on the positive demand outlook.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of risk is integral to the ongoing success of the company and the directors have put in place rigorous risk assessment and control procedures across all areas of the business in order to identify, evaluate and manage risk. Data and information security remains a key area of focus.

The company is subject to the same general risks and uncertainties as any other business namely the changes in general economic conditions.

LIQUIDITY

The company has robust credit control procedures in place and maintained a strong cash position throughout the year.

ON BEHALF OF THE BOARD:

Mr A D Brooks - Director

22 May 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The profit for the year, after taxation, amounted to £7,061,148 (2023: £4,954,347).

During the year the company paid dividends of £nil (2023: £2,737,500).

DIRECTORS

Mr N J Brailey has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Ms C M Pape - resigned 9 December 2024

Mr A D Brooks - appointed 9 December 2024

DONATIONS

During the year the company made charitable donations of £1,295 (2023: £748).

DISCLOSURE IN THE STRATEGIC REPORT

The business review, financial risk assessment, assessment of principal risk and uncertainties, research and development, post balance sheet events and future developments are included within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

-	select suitable accounting policies 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr A D Brooks - Director

26 May 2025

Opinion

We have audited the financial statements of MBL (Seminars) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

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 a Report of the Auditors 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.

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Karen Dent (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

27 May 2025

TURNOVER

3

14,202,302

12,512,211

Cost of sales

2,419,586

2,441,789

GROSS PROFIT

11,782,716

10,070,422

Administrative expenses

5,192,360

4,334,885

OPERATING PROFIT

5

6,590,356

5,735,537

Interest receivable and similar income

42,784

67,770

PROFIT BEFORE TAXATION

6,633,140

5,803,307

Tax on profit

7

(428,008

)

848,960

PROFIT FOR THE FINANCIAL YEAR

7,061,148

4,954,347

PROFIT FOR THE YEAR

7,061,148

4,954,347

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,061,148

4,954,347

FIXED ASSETS

Intangible assets

9

507,548

422,883

Tangible assets

10

37,465

28,806

545,013

451,689

CURRENT ASSETS

Debtors

11

16,773,993

12,022,602

Cash at bank and in hand

2,862,484

1,817,657

19,636,477

13,840,259

CREDITORS

Amounts falling due within one year

12

4,203,886

5,377,657

NET CURRENT ASSETS

15,432,591

8,462,602

TOTAL ASSETS LESS CURRENT LIABILITIES

15,977,604

8,914,291

PROVISIONS FOR LIABILITIES

15

9,366

7,201

NET ASSETS

15,968,238

8,907,090

CAPITAL AND RESERVES

Called up share capital

16

907

907

Capital redemption reserve

17

125

125

Retained earnings

17

15,967,206

8,906,058

SHAREHOLDERS' FUNDS

15,968,238

8,907,090

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by:

Mr A D Brooks - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

875

6,689,211

125

6,690,211

Changes in equity

Issue of share capital

32

-

-

32

Dividends

-

(2,737,500

)

-

(2,737,500

)

Total comprehensive income

-

4,954,347

-

4,954,347

Balance at 31 December 2023

907

8,906,058

125

8,907,090

Changes in equity

Total comprehensive income

-

7,061,148

-

7,061,148

Balance at 31 December 2024

907

15,967,206

125

15,968,238

Cash flows from operating activities

Cash generated from operations

1

1,932,134

(4,512,520

)

Tax paid

(680,000

)

(1,175,000

)

Net cash from operating activities

1,252,134

(5,687,520

)

Cash flows from investing activities

Purchase of intangible fixed assets

(218,558

)

(303,750

)

Purchase of tangible fixed assets

(31,533

)

(23,489

)

Interest received

42,784

67,770

Net cash from investing activities

(207,307

)

(259,469

)

Cash flows from financing activities

Share issue

-

32

Equity dividends paid

-

(2,737,500

)

Net cash from financing activities

-

(2,737,468

)

Increase/(decrease) in cash and cash equivalents

1,044,827

(8,684,457

)

Cash and cash equivalents at beginning of year

2

1,817,657

10,502,114

Cash and cash equivalents at end of year

2

2,862,484

1,817,657

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

6,633,140

5,803,307

Depreciation charges

156,768

138,410

Finance income

(42,784

)

(67,770

)

6,747,124

5,873,947

Increase in trade and other debtors

(4,751,391

)

(11,154,525

)

(Decrease)/increase in trade and other creditors

(63,599

)

768,058

Cash generated from operations

1,932,134

(4,512,520

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,862,484

1,817,657

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

1,817,657

10,502,114

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

1,817,657

1,044,827

2,862,484

1,817,657

1,044,827

2,862,484

Total

1,817,657

1,044,827

2,862,484

1.	STATUTORY INFORMATION

MBL (Seminars) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 04746709, and the registered office address is Holborn Gate, 330 High Holborn, London, WC1V 7QT.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared for the company as a single entity. The functional and presentation currency is £ sterling.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Valuation and amortisation of intangible assets

Intangible fixed assets are included at cost. Amortisation is provided over the estimated useful life of the asset. The directors make estimates as to the length of those useful lives.

Turnover

Turnover is accounted for net of value added tax when the company has held the seminar and fulfilled its contractual obligation. Where the company has received the income but the contractual obligation has yet to be fulfilled, the income is treated as deferred income and included within accruals and deferred income within the balance sheet.

Intangible assets

Development expenditure

Development of products is capitalised where there is expected to be a benefit to future periods and the following conditions are met:

(i) It is technically feasible to complete the research or development so that the product will be available for use or sale.

(ii) It is intended to use or sell the product being developed.

(iii) The Company is able to use or sell the product.

(iv) It can be demonstrated that the product will generate probable future economic benefits.

(v) Adequate technical, financial, and other resources exist so that product development can be completed and subsequently used or sold.

(vi) Expenditure attributable to the research and development work can be reliably measured.

Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses and amortised over its useful economic life. Assessments of useful economic life range from 3 to 4 years.

Database development

Database development represents website development costs that have an anticipated useful economic life of 4 years.

Development costs in progress

Development costs migration/in progress represents the costs incurred in moving the database to cloud migration from servers which was not complete at the year end. These costs will be amortised over 4 years once complete.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

-

over the life of the lease

Fixtures and fittings

-

20% on cost

Computer equipment

-

33% on cost

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 when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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

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 deducting all of its liabilities.

Basic financial liabilities, including trade creditors, pension liabilities and other creditors that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account on a straight line basis.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

At the balance sheet date of 31 December 2024, the company made a profit for the year of £7,061,148 (2023: £4,954,347), and had net assets at that date of £15,968,238 (2023: £8,907,090).

Based on the current trading and future expectations the directors consider that the company has sufficient working capital to enable it to continue to trade and meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements. Therefore the financial statements for the year ended 31 December 2024 have been prepared on a going concern basis.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Point in time

7,870,367

7,211,594

Subscription

6,331,935

5,300,617

14,202,302

12,512,211

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

14,106,050

12,469,184

Europe

96,252

43,027

14,202,302

12,512,211

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,409,803

3,018,830

Social security costs

363,811

286,590

Other pension costs

80,181

60,727

3,853,795

3,366,147

The average number of employees during the year was as follows:

2024

2023

Staff

84

79

2024

2023

£

£

Directors' remuneration

-

178,050

Directors' pension contributions to money purchase schemes

-

660

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

1

The directors have not received any direct remuneration from the company during the year. The directors receive remuneration from another group company, who has recharged key management personnel costs throughout the group. For the year ended 31 December 2024 £163,287 has been recharged to this company.

5.	OPERATING PROFIT

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

2024

2023

£

£

Other operating leases

52,775

52,225

Depreciation - owned assets

22,874

21,430

Development costs Database Completed amortisation

88,261

113,274

Database development amortisation

45,632

3,707

Auditors' remuneration

18,920

10,665

Foreign exchange differences

122

(40

)

Auditors remuneration for non audit services

2,400

4,000

6.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional items

(77,224

)

-

The exceptional item relates to the costs incurred in the year by the company in relation to leaving a leased office.