ACCOUNTS - Final Accounts

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

Flow Hospitality Training Limited

Registered number: SC354749

Annual Report

For the year ended 31 December 2024

FLOW HOSPITALITY TRAINING LIMITED

COMPANY INFORMATION

Directors	S Faughnan
	E Johnston
	J Luruena


Company secretary	Addleshaw Goddard (Scotland) Limited


Registered number	SC354749


Registered office	Apex 3
	95 Haymarket Terrace
	Edinburgh
	EH12 5HD


Independent auditors	PricewaterhouseCoopers LLP
	Chartered Accountants & Statutory Auditor
	One Chamberlain Square
	Birmingham
	B3 3AX


Bankers	Bank of Scotland
	38 St Andrew Square
	Edinburgh
	EH4 3BJ



Solicitors	Addleshaw Goddard
	Exchange Tower
	19 Canning Street
	Edinburgh
	EH3 8EH

FLOW HOSPITALITY TRAINING LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Statement of Financial Position	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 - 29

FLOW HOSPITALITY TRAINING LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Strategic Report for Flow Hospitality Training Limited for the year ended 31 December 2024.

Business review

The principal activity of the Company is the provision of online training services to the hospitality sector. The
Company will continue to develop software products.
The company is in a strong financial position at 31 December 2024 with a cash balance of £231k.
Please see 'Financial key performance indicators' section below for a high-level understand of the business performance during the year.

Principal risks and uncertainties

The principal risks and uncertainties the Company faces are:

∙The Company is highly exposed to the restaurant and hospitality sector, which by nature is cyclical, any deterioration of industry performance is likely to have an impact on the Company's financial outlook; and

∙Potential defects or problems with the Company's products or failure to provide services for the Company's customers could cause the Company's turnover to decrease, cause the Company to lose customers and damage the Company's reputation; and

∙The Company has a limited ability to protect its intellectual property rights, and others could obtain and use the Company's technology without authorisation; and

∙The Company may be exposed to significant liability if it infringes the intellectual property or propriety rights of others.

The Company has insurances, business policies and organisational structures to limit these risks and
uncertainties. The Board of Directors and management regularly review, reassess and proactively limit the
associated risks.

Financial key performance indicators

The Company’s key measures of financial performance are turnover, EBITDA (earnings before interest, taxation, depreciation and amortisation), and profit after taxation.
Revenue
The Company’s total revenue was £12.3m in 2024 and £10.8m in 2023. The increase in total revenue for 2024 as compared to 2023 was £1.5m or 13.9%. This was driven by both new customers as well as cross-selling to existing customers.
EBITDA
The Company’s total EBITDA was £2.4m in 2024 and £2.2m in 2023. The increase in total EBITDA for 2024 as compared to 2023 was £0.2m or 9.1%. Increased revenues were offset by investment in the business, staff costs are the largest element of cost base and increased over the period.

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FLOW HOSPITALITY TRAINING LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators (continued)
Profit after taxation
The Company’s total profit after taxation was £1.9m in 2024 and £1.8m in 2023. The increase in total profit after taxation for 2024 as compared to 2023 was £0.1m or 5.6%. Less brought forward losses resulted in increased corporation tax payable, which dampened this KPI.

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

J Luruena

Director

Date: 26 September 2025

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FLOW HOSPITALITY TRAINING LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the audited financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulation

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

∙make judgements and accounting estimates that are reasonable and prudent; and

∙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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,906,500 (2023 - £1,811,618).

During the year, the Directors paid a dividend of £2,271,122 (2023 - £1,679,311).

Directors

The Directors of the Company who were in office during the year and up to the date of signing the financial statements, unless otherwise stated, were:

S Faughnan

H Preston (resigned 26 June 2024)

E Johnston

J Luruena

Matters covered in the Strategic Report

As permitted by Section 414C(11) of the Companies Act 2006, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report instead. The matters relate to review of business, principal risks and uncertainties and financial key performance indicators.

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FLOW HOSPITALITY TRAINING LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 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 Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Directors have 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

There have been no significant events affecting the Company since the year end.

Independent auditors

The auditors, PricewaterhouseCoopers LLP, are appointment in accordance with section 485 of the Companies Act 2006.

The financial statements on pages 5 to 11 were approved by the Board of Directors on 26/9/25 and signed on its behalf by

J Luruena

Director

Date: 26 September 2025

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FLOW HOSPITALITY TRAINING LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FLOW HOSPITALITY TRAINING LIMITED

Opinion

In our opinion, Flow Hospitality Training Limited’s 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 (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial Position as at 31 December 2024; the Statement of Comprehensive Income and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

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

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FLOW HOSPITALITY TRAINING LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FLOW HOSPITALITY TRAINING LIMITED (CONTINUED)

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report & Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Responsibilites of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.

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FLOW HOSPITALITY TRAINING LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FLOW HOSPITALITY TRAINING 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 identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to to the posting of inappropriate journal entries and management bias within the determination of accounting estimates. Audit procedures performed by the engagement team included:

∙Enquiring with management and those charged with governance around potential litigation and regulations;

∙Reviewing minutes of meetings of those charged with governance;

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and incorporating an element of unpredictability within our audit procedures.

∙Reviewing financial statement disclosures and testing to support documentation to assess compliance with laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

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FLOW HOSPITALITY TRAINING LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FLOW HOSPITALITY TRAINING LIMITED (CONTINUED)

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

∙we have not obtained all the information and explanations we require for our audit; or

∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

∙certain disclosures of directors’ remuneration specified by law are not made; or

∙the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Aaron Hill (Senior Statutory Auditor)

for and on behalf of Pricewaterhouse Coopers LLP

Chartered Accountants and Statutory Auditors

Birmingham

26 September 2025

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FLOW HOSPITALITY TRAINING LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	12,301,215	10,779,917
Cost of sales		(260,955)	(186,825)
Gross profit		12,040,260	10,593,092
Administrative expenses		(9,771,201)	(8,500,445)
Other operating income	5	103,777	-
Operating profit	6	2,372,836	2,092,647
Interest receivable and similar income	10	39,020	31,646
Profit before tax		2,411,856	2,124,293
Tax on profit	11	(505,356)	(312,675)
Profit for the financial year		1,906,500	1,811,618

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

The notes on pages 12 to 29 form part of these financial statements.

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FLOW HOSPITALITY TRAINING LIMITED

REGISTERED NUMBER: SC354749

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		-		1,113
Tangible assets	14		114,534		167,631
			114,534		168,744
Current assets
Debtors	15	4,531,045		4,775,223
Cash and cash equivalents	16	230,937		344,600
		4,761,982		5,119,823
Creditors: amounts falling due within one year	17	(2,744,388)		(2,776,208)
Net current assets			2,017,594		2,343,615
Total assets less current liabilities			2,132,128		2,512,359
Provisions for liabilities
Deferred tax liability			-		(15,609)
Net assets			2,132,128		2,496,750

Capital and reserves
Called up share capital	19	1,110	1,110
Share premium account	20	142,891	142,891
Profit and loss account	20	1,988,127	2,352,749
Total equity		2,132,128	2,496,750

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Luruena

Director

Date: 26 September 2025

The notes on pages 12 to 29 form part of these financial statements.

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FLOW HOSPITALITY TRAINING LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	1,110	142,891	2,220,442	2,364,443
Comprehensive income for the year
Profit for the year	-	-	1,811,618	1,811,618
Total comprehensive income for the year	-	-	1,811,618	1,811,618
Dividends: Equity capital	-	-	(1,679,311)	(1,679,311)

At 31 December 2023	1,110	142,891	2,352,749	2,496,750
Comprehensive income for the year
Profit for the year	-	-	1,906,500	1,906,500
Total comprehensive income for the year	-	-	1,906,500	1,906,500
Dividends: Equity capital	-	-	(2,271,122)	(2,271,122)
At 31 December 2024	1,110	142,891	1,988,127	2,132,128

The notes on pages 12 to 29 form part of these financial statements.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Flow Hospitality Training Limited (the 'Company') is a private company limited by shares, registered in Scotland. The Company's registered office is Apex 3, 95 Haymarket Terrace, Edinburgh, EH12 5HD. The Company's registered number is SC354749.
The Company is incorporated and domiciled in the United Kingdom.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The Directors have considered the Company’s cash requirements for the next 12 months and are of the opinion that the Company has sufficient resources to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. Based on the above, the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.

2.3

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);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Nova UK Holdco Limited as at 31 December 2023 and these financial statements may be obtained from Apex 3, 95, 2nd Floor, Rear Office Haymarket Terrace, Edinburgh, EH12 5HD.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and are rounded to the nearest £.

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 the Statement of Comprehensive Income 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.

2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of turnover can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Interest receivable and similar income

Interest receivable and similar income is recognised in the Statement of Comprehensive Income
using the effective interest method.

2.8

Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 reporting 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 reporting 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 reporting date.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Intangible fixed assets

Intangible fixed assets are initially recognised at cost. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible fixed assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

				Research and development	-	20%	straight line
				Intellectual property	-	20%	straight line

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, using the straight-line method.

Depreciation is provided on the following basis:

				Leasehold improvements	-	20% straight line
				Equipment	-	20% straight line

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 the Statement of Comprehensive Income.

2.12

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.

2.13

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

2.15

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive
obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate
can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that
the Company becomes aware of the obligation, and are measured at the best estimate at the
reporting date of the expenditure required to settle the obligation, taking into account relevant risks
and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of
Financial Position.

2.16

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. The provisions of Section 12 "Other Financial Instruments Issues" are used for financial instruments not meeting the criteria of Section 11.

Financial instruments are recognised in the Company's Statement of Financial Position 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

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FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Financial instruments (continued)

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

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 Statement of Comprehensive Income.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

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 Company 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 Company will continue to recognise the value of the portion of the risks and rewards retained.

- 17 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Financial instruments (continued)

Derecognition of financial liabilities

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

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies 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.
In the opinion of the Directors, there are no significant judgements or key sources of material estimation uncertainty that have been applied in the preparation of these financial statements.

	Online training services	12,301,215	10,779,917

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	11,260,339	9,992,131
Rest of European union	395,298	295,162
Rest of the world	645,578	492,624
	12,301,215	10,779,917

- 18 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Extraordinary items
		2024	2023
		£	£

	Late filing penalties refund (Note 21)	103,777	-

Depreciation of tangible fixed assets	63,491	60,490
Amortisation of intangible fixed assets	1,113	5,317
Exchange differences	54,452	48,838

Fees payable to the Company's auditors for the audit of the Company's financial statements

70,250

25,500

The Company’s auditors did not provide any non-audit services to the Company.

- 19 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	5,494,943	5,061,004
Social security costs	574,168	526,870
Other Pension Costs	92,947	110,153
	6,162,058	5,698,027

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

	2024	2023
	No.	No.

Employees	96	106

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	244,732	250,953
Company contributions to defined contribution pension schemes	3,964	4,653
	248,696	255,606

During the year retirement benefits were accruing to 3 Directors (2023 - 3) in respect of defined contribution pension schemes.
The highest paid Director received remuneration of £112,402 (2023 - £105,221).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2023 - £2,201).

During the year £15000 were paid as settlement in lieu of notice.

- 20 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable and similar income
		2024	2023
		£	£

Interest receivable from group companies	39,020	21,239
Other interest receivable	-	10,407
	39,020	31,646

Corporation tax
Current tax on profits for the year	529,942	218,482
Adjustments in respect of previous periods	2,099	9,370

Total current tax	532,041	227,852

	Deferred tax
	Origination and reversal of timing differences	(26,685)	84,823


	Taxation on profit	505,356	312,675

- 21 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Tax on profit (continued)

Profit before tax

2,411,856

2,124,294

Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	602,964	499,634
Effects of:
Income not taxable for tax purposes	(25,944)	-
Expenses not deductible for tax purposes	9,798	12,211
Capital allowances for year in excess of depreciation	825	(1,092)
Adjustments to tax charge in respect of prior periods	2,099	(9,370)
Deferred tax not recognised	(97)	72,769
Group relief claimed	(84,289)	(252,282)
RDEC	-	(9,195)
Total tax charge for the year	505,356	312,675

Factors that may affect future tax charges

Aside from the availability of group relief, there are no factors affecting future tax charges.

12.	Dividends
		2024	2023
		£	£

Dividends on equity capital

2,271,122

1,679,311

- 22 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets

	Intellectual property	Research & development	Total
	£	£	£
Cost
At 1 January 2024	4,445	520,658	525,103
At 31 December 2024	4,445	520,658	525,103
Accumulated amortisation
At 1 January 2024	3,897	520,093	523,990
Charge for the year	548	565	1,113
At 31 December 2024	4,445	520,658	525,103
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	548	565	1,113

- 23 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible assets

	Leasehold improvements	Equipment	Total
	£	£	£
Cost
At 1 January 2024	65,130	585,772	650,902
Additions	-	10,394	10,394
At 31 December 2024	65,130	596,166	661,296
Accumulated depreciation
At 1 January 2024	7,285	475,986	483,271
Charge for the year	11,761	51,730	63,491
At 31 December 2024	19,046	527,716	546,762
Net book value
At 31 December 2024	46,084	68,450	114,534
At 31 December 2023	57,845	109,786	167,631

- 24 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

					2024	2023
					£	£

Due after more than one year
Amounts owed by group undertakings	869,949	869,949
Due within one year
Trade debtors	1,388,672	1,536,458
Amounts owed by group undertakings	1,848,249	2,228,024
Other debtors	4,157	25,309
Corporation tax recoverable	286,656	14,698
Deferred taxation (note 18)	11,076	-
Prepayments and accrued income	122,286	100,785
	4,531,045	4,775,223

Amounts owed by group undertakings within debtors due within one year are unsecured, interest free and repayable on demand.
Amounts owed by group undertakings included in debtors due after more than one year are unsecured, bear interest at a variable rate with a minimum of 4%, and repayable by December 2028.

16.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	230,937	344,600

- 25 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	107,225	149,583
Amounts owed to group undertakings	674,346	-
Taxation and social security	456,369	391,291
Other creditors	509,411	545,657
Accruals and deferred income	997,037	1,689,677
	2,744,388	2,776,208

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Amounts owed to group undertakings within 'Creditors: Amounts falling due within one year' are unsecured, interest free and repayable on demand.

- 26 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Deferred taxation

	2024	2023
	£	£

At beginning of year	(15,609)	69,214
Credited to the Statement of Comprehensive Income	26,685	(84,823)
At end of year	11,076	(15,609)

The assets/(provision) for deferred taxation, which is calculated based on a tax rate of 25% (2023 - 25%), is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	(15,030)	(26,764)
Short term timing differences	26,106	11,155
	11,076	(15,609)

19.	Called up share capital
		2024	2023
		£	£

Authorised, allotted, called up and fully paid

1,110 (2023 - 1,110) Ordinary shares of £1 each	1,110	1,110

Ordinary shares carry voting rights but no right to fixed income.

20.

Reserves

Share premium account

This reserve records the amount above the nominal value received for share sold, less transaction costs.

Profit & loss account

The reserve includes all current and prior periods retained profits and losses net of dividends paid.

- 27 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Contingent asset

During the financial year 2023 there were late filing penalties charged to the company in respect of VAT returns submitted late. A claim against HMRC in respect of some of the late submissions was raised and a settlement was reached in early 2024. As per the settlement the Directors received a refund of £104k in the current year.

22.	Pension commitments

The Company operates a defined contribution pension plan. The assets of the plan are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £92,947 (2023 - £110,153). Contributions totalling £17,033 (2023 - £17,180) were payable to the fund at the reporting date and are included in creditors.


Not later than 1 year	86,245	87,754
Later than 1 year and not later than 5 years	17,968	105,111
	104,213	192,865

24.Other financial commitments

During the year a satisfaction charge was logged with the Companies House against the floating charge over the assets of the Company in favour of Silicon Valley Bank, which was in respect of a cross-guarantee for loan facilities held within the Company’s parent undertaking and other group undertakings.

25.	Related party transactions
	The Company has taken advantage of the exemption accorded by FRS 102 Section 33.1A whereby disclosures need not be given of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

- 28 -

FLOW HOSPITALITY TRAINING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Ultimate parent undertaking and controlling party

Nova UK Holdco Limited (a company registered in England and Wales) is the Company's immediate parent undertaking. The consolidated financial statements of this group are available to the public and may be obtained from the Companies House website. The registered address of the parent undertaking is Rear Office 2nd Floor, C/O Mapal, Apex 3, 95 Haymarket Terrace, Edinburgh, Scotland, EH12 5HD.

Eurazeo S.E. (registered in France) is regarded by the Directors as being the Company's ultimate parent undertaking.

In the Directors' opinion, the ultimate controlling party is Mark Hastings by virtue of his shareholding and economic rights in the ultimate parent undertaking.

- 29 -