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Registered number: 04696164









Intertrain UK Ltd.









Annual Report and Financial Statements

For the year ended 31 August 2025

 
Intertrain UK Ltd.
 
 
Company Information


Directors
K K Patel 
A S J Moss 
A N Ismail 




Registered number
04696164



Registered office
Balby Court
Carr Hill

Doncaster

South Yorkshire

DN4 8DE




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Intertrain UK Ltd.
 

Contents



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 26


 
Intertrain UK Ltd.
 
 
Strategic Report
For the year ended 31 August 2025

Introduction
 
The Company (“Intertrain”) was established in 2002 and specialises in training in the rail safety sector. In November 2019 Intertrain joined The City & Guilds Group. Intertrain currently operates from 14 training centres across the UK and employs over 140 employees. Through targeted development of commercial training, winning Master Vendor Contracts and government funding, Intertrain continues to grow its geographic and product portfolio. Intertrain works closely with industry regulators to ensure we are delivering the best quality training for our learners.
 
Collaborative working is a fundamental part of Intertrain’s ethos. The company worked intensively on the development of a sub-contracting model working with a wide range of companies in varying industries to offer customers a comprehensive service of training programmes. Intertrain currently works with over 1,000 local and national clients delivering a broad range of courses in rail safety alongside Bootcamps and Apprenticeships. Many of the Bootcamps and Apprentice programmes have been developed specifically for employers or in response to government initiatives. In developing programmes for local, national and international clients, Intertrain proactively seeks out delivery partners, thus enhancing its own capability. In all aspects of developing programmes, Intertrain responds to the needs of the client in delivering to time, quality and cost as well as adhering to rail safety compliance requirements set out by Network Rail.

Business review
 
Intertrain has continued its strong revenue growth trajectory in the financial year, increasing from £15.5m in the year to 31 August 2024 to £17.7m in the year to 31 August 2025, but has been impacted by the control period switch from 6 to 7, which has slowed down work across the rail industry as a whole and has been further compounded by a change in government. This has led to a decline in commercial customer demand throughout the financial year, which in turn has reduced the profitability of some of Intertrain’s courses over that period. Intertrain was able to mitigate some of this hit with more profitable Bootcamps revenue. Profit for the financial year was £408k (2024: £86k). Net assets have increased from £450k at 31 August 2024 to £859k at 31 August 2025, with higher trade debtors from increased revenue, higher amounts recoverable from contracts driven by Apprenticeship delivery and higher accruals due to subcontractor use on Bootcamps. Amounts owed to the parent company have reduced in the year from £3.6m to £2.2m due to greater cash generation. These working capital movements result in a cash balance at 31 August 2025 of £472k (2024: £851k).
 
During the year, Intertrain has introduced a range of interventions to secure the business going forward:

Worked across new revenue streams in conjunction with delivery partners and enhanced our offer to our existing customers, based on their requirements;
Carried out a periodic review of our pricing to ensure we’re competitive within the market;
Leveraged synergies across the City & Guilds Group to ensure our cost base is efficiently managed; and
Delivered further Apprenticeships in the electrical sector.

Page 1

 
Intertrain UK Ltd.
 

Strategic Report (continued)
For the year ended 31 August 2025

For the Future

Intertrain’s high-level priorities going into the next financial year are to:

Deliver high-quality training that meets the needs of learners and employers;
Maintain a strong reputation in the community;
Be financially sustainable, through a diverse product offering;
Be underpinned by a highly skilled and engaged workforce;
Work toward better, trainer, course and estate utilisation;
Work with other areas of C&G Training to enhance the estate utilisation; and
Add new product lines to complement the current offering.

Intertrain will continue to review its training offering based on employer demand and performance. The business will look to expand its offer to other areas in Rail Safety, Electrical, Health & Safety, Project Management and Construction.

Additionally, Intertrain will continue to look for cost saving opportunities in its existing operations to ensure that operating costs remain efficient for the business.  

Intertrain will continue to work with a range of stakeholders and partners, including the ESFA, NSAR, Network Rail, CITB, ELCAS and the DfE. 

Overall Intertrain, with City and Guilds’ support, has put into place both the team and the resources necessary to build on the growth going from 2025 and is well placed to face the future challenges of the market.

Principal risks and uncertainties
 
Management have identified the following risks and uncertainties that may have an impact on the Company’s performance, financial position and future prospects.

Regulatory risk – The Company operates in a highly regulated sector and is reliant on maintaining appropriate accreditations and compliance with rail industry standards. Loss of accreditation or non compliance could result in reduced demand for services, contract termination, reputational damage and financial penalties. The Company mitigates this risk through continuous monitoring of regulatory developments, ongoing engagement with industry bodies and investment in its workforce.

Skilled workforce risk – The Company requires the availability of suitably qualified and experienced trainers with specialised knowledge. There is a risk of skills shortages or the loss of key personnel in a competitive market, which may impact delivery capacity and training quality. The Company mitigates this risk through investment in trainer development, flexible delivery models including the use of subcontractors, and market competitive remuneration.

Market and sector dependency risk – The demand for the Company’s services is influenced by levels of activity and investment within the rail industry, including a reliance on government-funded programmes. A downturn in the sector or change in the government’s funding approach could reduce demand for the Company’s services. The Company mitigates this risk by monitoring industry plans and market trends, maintaining flexibility in delivery models and its cost base and exploring options of diversity within its product lines.

Financial and liquidity risk – The Company is exposed to cash flow risks arising from payment delays, fixed cost commitments and fluctuations in demand. The impact of this risk could be reduced liquidity which could impact operational and investment capacity. The Company mitigates this risk through active cash flow monitoring, cost management and working with its parent entity to maintain appropriate facilities.

Page 2

 
Intertrain UK Ltd.
 

Strategic Report (continued)
For the year ended 31 August 2025

Financial key performance indicators
 
  Year ended 31 August 2025 Year ended 31 August 2024
Gross margin %34%    30%
EBITDA  £811,470   £278,790
Current ratio1.30    2.07


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



K K Patel
Director

Date: 21 May 2026

Page 3

 
Intertrain UK Ltd.
 
 
 
Directors' Report
For the year ended 31 August 2025

The directors present their report and the financial statements for the year ended 31 August 2025.

Directors' responsibilities statement

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

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


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

make 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £408,461 (2024 - £85,910).

Dividends totalling £nil (2024: £nil) were paid during the year. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

K K Patel 
A S J Moss 
A N Ismail 

Future developments

Information pertaining to future developments has been included within the Strategic Report.

Page 4

 
Intertrain UK Ltd.
 
 
 
Directors' Report (continued)
For the year ended 31 August 2025

Disclosure of information to auditors

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

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

Post balance sheet events

Subsequent to the year end on 31 October 2025, the ultimate parent undertaking, The City and Guilds of London Institute, completed the divestment of its commercial activities, which included the shares of the company being sold to City & Guilds Limited, in turn being acquired by the PeopleCert Group. As a result of this transaction, the ultimate controlling party of the Company has changed from The City and Guilds of London Institute to PeopleCert Holdings Europe Ltd, which is ultimately controlled by Anastasios Byron Nicolaides.

This transaction occurred after the balance sheet date and therefore has no impact on the financial position of the Company as at 31 August 2025. Accordingly, no adjustments have been made to these financial statements. The sale has been disclosed as a non-adjusting post balance sheet event in accordance with FRS 102 Section 32 “Events after the end of the reporting period”.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





K K Patel
Director

Date: 21 May 2026

Page 5

 
Intertrain UK Ltd.
 
 
 
Independent Auditors' Report to the Members of Intertrain UK Ltd.
 

Opinion


We have audited the financial statements of Intertrain UK Ltd. (the 'Company') for the year ended 31 August 2025, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 August 2025 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 6

 
Intertrain UK Ltd.
 
 
 
Independent Auditors' Report to the Members of Intertrain UK Ltd. (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 7

 
Intertrain UK Ltd.
 
 
 
Independent Auditors' Report to the Members of Intertrain UK Ltd. (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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 
Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector, control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. 
Enquiring of local management and parent company management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to: 
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; 
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud.
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. 
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud; 
Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements,  such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and Corruption policy, and compliance with Education and Skills Funding Agency "ESFA". 
Page 8

 
Intertrain UK Ltd.
 
 
 
Independent Auditors' Report to the Members of Intertrain UK Ltd. (continued)


Audit response to risks identified 
 
Our procedures to respond to risk identified included the following: 
 
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; 
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; 
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities; 
Enquiring of management concerning actual and potential litigation and claims; 
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; 
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and correspondence with regulators; 

We have also considered the risks noted above in addressing the risk of fraud through management override of controls: 

Testing the appropriateness of journal entries and other adjustments; we have used data analytics software to run tests designed to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. 
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and 
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 


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


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
 
Page 9

 
Intertrain UK Ltd.
 
 
 
Independent Auditors' Report to the Members of Intertrain UK Ltd. (continued)




Use of our report
 

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





Helen Besant-Roberts (Senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

 
Date: 
21 May 2026
Page 10

 
Intertrain UK Ltd.
 
 
Statement of Comprehensive Income
For the year ended 31 August 2025

2025
2024
Note
£
£

  

Turnover
 4 
17,732,518
15,518,807

Cost of sales
  
(11,690,101)
(10,865,779)

Gross profit
  
6,042,417
4,653,028

Administrative expenses
  
(5,707,123)
(4,623,862)

Other operating income
 5 
226,786
29,229

Operating profit
 6 
562,080
58,395

Interest receivable and similar income
 10 
-
37,127

Profit before tax
  
562,080
95,522

Tax on profit
 11 
(153,619)
(9,612)

Profit for the financial year
  
408,461
85,910

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
Intertrain UK Ltd.
Registered number: 04696164

Balance Sheet
As at 31 August 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
1,188,764
655,826

Current assets
  

Debtors: amounts falling due within one year
 13 
4,148,436
4,397,574

Cash at bank and in hand
 14 
472,110
851,149

  
4,620,546
5,248,723

Creditors: amounts falling due within one year
 15 
(3,558,252)
(2,532,254)

Net current assets
  
 
 
1,062,294
 
 
2,716,469

Total assets less current liabilities
  
2,251,058
3,372,295

Creditors: amounts falling due after more than one year
 16 
(1,100,000)
(2,800,000)

Provisions for liabilities
  

Deferred tax
 17 
(79,034)
-

Other provisions
 18 
(213,266)
(121,998)

Net assets
  
858,758
450,297


Capital and reserves
  

Called up share capital 
 19 
600,100
600,100

Profit and loss account
 20 
258,658
(149,803)

  
858,758
450,297


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


K K Patel
Director

Date: 21 May 2026

The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
Intertrain UK Ltd.
 

Statement of Changes in Equity
For the year ended 31 August 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 September 2023
600,100
(235,713)
364,387


Comprehensive income for the year

Profit for the year
-
85,910
85,910
Total comprehensive income for the year
-
85,910
85,910



At 1 September 2024
600,100
(149,803)
450,297


Comprehensive income for the year

Profit for the year
-
408,461
408,461
Total comprehensive income for the year
-
408,461
408,461


At 31 August 2025
600,100
258,658
858,758


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

1.


General information

Intertrain UK Ltd. is a private company limited by shares, registered in England and Wales.  The company's registered number is 04696164 and the address of the registered office is Balby Court, Carr Hill, Doncaster, South Yorkshire, DN4 8DE.

The nature of the company's operation and principal activity is the provision of short courses, apprenticeships and bootcamps. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of The City and Guilds of London Institute as at 31 August 2025 and these financial statements may be obtained from the Charity Commission for England and Wales and are also available on the Institute’s website at https://www.cityandguilds .com.

  
2.3

Presentation currency

The Company's functional and presentational currency is GBP.

 
2.4

Going concern

The Company currently meets its working capital requirements through its cash balances and credit facilities. Based on the Company's forecasts and projections, the directors believe they have sufficient facilities to trade through the next 12 month period.

At the year end Intertrain UK Ltd owed The City and Guilds of London Institute £2,003,859 (
2024: £3,470,611). The Company is in receipt of a letter from City & Guilds Limited to confirm the total of £1,100,000 due to the parent entity will not be recalled at any time for a period of no less than 12 months from the date of approval of these financial statements.

Therefore, the directors believe it is appropiate to prepare the accounts to 31 August 2025 on a going concern basis and there will be no adverse effect on solvency for more than 12 months after the date of approval of the financial statements.

Page 14

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

Rendering of services

Revenue 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 revenue 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 profit or loss on a straight-line basis over the lease term.

 
2.7

Government grants

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

Pensions

Defined contribution pension plan

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 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 Company in independently administered funds.

Page 15

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

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

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


Page 16

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

2.Accounting policies (continued)

 
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 a number of bases.

Depreciation is provided on the following basis:

Short-term leasehold property
-
25% straight line
Plant and machinery
-
33.3% straight line
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
10% straight line
Other fixed assets
-
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 profit or loss.

Assets under construction represent costs incurred on projects that are not yet complete or available for use at the balance sheet date. 

Such assets are carried at cost and are not depreciated until the asset is complete and brought into use. Upon completion, the asset is transferred to the appropriate tangible fixed asset category and depreciated on a systematic basis over its estimated useful life.

 
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.

Amounts recoverable on contracts is valued by reference to the stage of completion of the contract. The stage of completion of the contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

 
2.13

Cash

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.

Page 17

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

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 recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
 
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
 
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.


Page 18

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at 31 August 2025 are discussed below:

Revenue recognition and work in progress

The management of the Company exercises significant judgement in making an assessment of the stage of completion of contracts at the year-end and the appropriate amount of revenue and attributable profit to recognise. The Company has recognised amounts recoverable on contract with a carrying value of £1,872,368 (2024: £1,554,507)
.
There are no other significant estimates or judgements.


4.


Turnover

The whole of the turnover is attributable to provision of short courses, bootcamps and apprenticeships.

All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Other operating income
55,202
-

Government grants receivable
-
7,729

Intercompany recharges receivable
171,584
21,500

226,786
29,229


Government grants receivable relate to a bursary issued to assist ex-offenders return to work once released from prison. Other operating income relate to ad-hoc room hire at various sites leased by Intertrain.


6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences
310
-

Other operating lease rentals
480,583
426,460

Page 19

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

7.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
15,520
12,635

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
5,779,853
5,266,146

Social security costs
579,140
576,759

Cost of defined contribution scheme
359,273
231,473

6,718,266
6,074,378


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


        2025
        2024
            No.
            No.







Delivery Staff
69
77



Non-Delivery Staff
75
70

144
147


9.


Directors' remuneration

The statutory directors have not been paid through the company in the current or prior year.





10.


Interest receivable

2025
2024
£
£


Other interest receivable
-
37,127

Page 20

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

11.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
153,619
9,612

Total deferred tax
153,619
9,612


153,619
9,612

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
562,080
95,522


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
140,520
23,881

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,269
167

Capital allowances for year in excess of depreciation
11,830
(14,436)

Total tax charge for the year
153,619
9,612


Factors that may affect future tax charges

There are tax losses carried forward of £354,622 available to offset future trading taxable profits.

Page 21

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

12.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Assets under construction
Other fixed assets
Total

£
£
£
£
£
£
£



Cost


At 1 September 2024
484,077
288,977
9,930
202,461
-
752,261
1,737,706


Additions
321,927
71,477
-
28,754
321,445
38,725
782,328


Disposals
-
-
(9,930)
-
-
-
(9,930)



At 31 August 2025

806,004
360,454
-
231,215
321,445
790,986
2,510,104



Depreciation


At 1 September 2024
223,576
260,783
9,930
158,196
-
429,395
1,081,880


Charge for the year
104,110
26,338
-
12,328
-
106,614
249,390


Disposals
-
-
(9,930)
-
-
-
(9,930)



At 31 August 2025

327,686
287,121
-
170,524
-
536,009
1,321,340



Net book value



At 31 August 2025
478,318
73,333
-
60,691
321,445
254,977
1,188,764



At 31 August 2024
260,501
28,194
-
44,265
-
322,866
655,826


13.


Debtors

2025
2024
£
£


Trade debtors
1,773,574
1,537,305

Amounts owed by group undertakings
149,652
737,127

Other debtors
23,604
103,147

Prepayments
329,238
390,704

Amounts recoverable on contracts
1,872,368
1,554,706

Deferred taxation
-
74,585

4,148,436
4,397,574


In the previous year, amounts owed by group undertakings included a loan of £700,000 issued to Trade Skills 4U Limited with interest charged at a rate of 3% above the Bank of England base rate, calculated and accrued on a periodic basis. This was repaid in the year.

Page 22

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

14.


Cash

2025
2024
£
£

Cash at bank and in hand
472,110
851,149



15.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
984,893
965,029

Amounts owed to group undertakings
1,069,615
828,985

Other taxation and social security
275,539
230,259

Other creditors
165,432
68,775

Accruals and deferred income
1,062,773
439,206

3,558,252
2,532,254


Amounts owed to group undertakings are interest-free, unsecured and repayable on demand.


16.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Amounts owed to group undertakings
1,100,000
2,800,000


Amounts owed to group undertakings are interest-free and unsecured. The Company's parent undertaking has confired that amounts due will not be recalled within 12 months from the approval of the statutory accounts.

Page 23

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

17.


Deferred taxation




2025
2024


£

£






Asset at beginning of year
74,585
84,197


Charged to profit or loss
(153,619)
(9,612)



Asset / (liability) at end of year
(79,034)
74,585

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(198,189)
(143,224)

Origination and reversal of timing differences
53,316
-

Unutilised losses
65,839
217,809

(79,034)
74,585


18.


Provisions




Dilapidations provision

£





At 1 September 2024
121,998


Charged to profit or loss
91,268



At 31 August 2025
213,266

The provision for dilapidations relates to the estimated costs associated with restoring leased properties to their original condition at the end of the lease term, in accordance with the obligations set out in the lease agreements. These properties are leased under several agreements with varying durations and terms.

The key assumptions used in determining the provision include the expected costs of rectifiying dilapidations, timing of cash outflows and the extension of any lease terms. These estimates are subject to uncertainty due to variability in future costs and potential changes in legal or regulatory requirements relating to property dilapidations. 

The settlement of the provision is expected to occur at the conclusion of each lease, which ranges between 1 to 5 years from the reporting date.

Page 24

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



600,100 (2024 - 600,100) Ordinary shares of £1.00 each
600,100
600,100



20.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.


21.


Pension commitments

The company operates a defined contributions pension scheme.  The assets of the scheme 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 £359,273 (2024: £231,473). Contributions totalling £nil (2024: £54,609) were payable to the fund at the balance sheet date.


22.


Commitments under operating leases

At 31 August 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£

Land and buildings


Not later than 1 year
155,067
181,164

Later than 1 year and not later than 5 years
326,287
403,428

481,354
584,592


23.


Related party transactions

The company's parent undertaking is The City and Guilds of London Institute. The company has taken advantage of the exemption contained in Section 33 "Related Party Transactions" not to disclose transactions with other wholly owned group companies. Following the year end, control transferred to PeopleCert Holdings Europe Ltd.

Page 25

 
Intertrain UK Ltd.
 
 
 
Notes to the Financial Statements
For the year ended 31 August 2025

24.


Controlling party

During the year and at the year end, the ultimate parent undertaking was The City and Guilds of London Institute, a Royal Charter body (Royal Charter number RC000117) and registered charity (Charity number 312832) in England and Wales. There is no overall controlling party of The City and Guilds of London Institute. The City and Guilds of London Institute  is the parent undertaking of the largest group for which group accounts are prepared for the year end.

Following the year end on 31 October 2025, control of the Company transferred to PeopleCert Holdings Europe Ltd, which became the Company’s ultimate parent undertaking. The controlling party of PeopleCert Holdings Europe is Mr Anastasios Byron Nicolaides. The Company's immediate parent company is PeopleCert Wisdom Limited.

Copies of the group financial statements of The City and Guilds of London Institute can be obtained from the Charity Commission for England and Wales and are also available on the Institute’s website at https://www.cityandguilds .com.

 
Page 26