ACCOUNTS - Final Accounts


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Registered number: 04145632









FORMATION GROUP PLC









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2022

 
FORMATION GROUP PLC
 
 
COMPANY INFORMATION


Directors
D A Kennedy 
R N O'Carroll 
P T Kennedy 
S O'Brien (resigned 20 January 2023)
D Walsh 




Company secretary
R N O'Carroll



Registered number
04145632



Registered office
Oakwood House
414-422 Hackney Road

London

E2 7SY




Independent auditor
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Radius House

51 Clarendon Road

Watford

Herts

WD17 1HP





 
FORMATION GROUP PLC
 

CONTENTS



Page
Chairman's Statement
 
1
Group Strategic Report
 
2 - 5
Directors' Report
 
6 - 7
Independent Auditor's Report
 
8 - 11
Consolidated Statement of Comprehensive Income
 
12
Consolidated Statement of Financial Position
 
13 - 14
Company Statement of Financial Position
 
15 - 16
Consolidated Statement of Changes in Equity
 
17 - 18
Company Statement of Changes in Equity
 
19 - 20
Consolidated Statement of Cash Flows
 
21 - 22
Consolidated Analysis of Net Debt
 
23
Notes to the Financial Statements
 
24 - 46


 
FORMATION GROUP PLC
 
 
 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2022

The chairman presents his statement for the period.

I am pleased to present the annual results for Formation Group plc (“the Company”) and its subsidiaries (together, “the Group”) for the year ended 31 August 2022.
The year ended 31 August 2022 result have been pleasing, despite the challenging economic conditions, the business outlook remains positive as it grows its order book.
The Group's focus and commitment continues on growing the business investments and establishing a recognised name within the construction sector. Its key focus remains on exceeding client expectations by delivering high quality affordable housing ahead of programme both safely and efficiently. 
Despite the challenging economic conditions, the business outlook remains positive as it maintains a healthy orderbook and prosperous tenders.
The demand for affordable housing continues as the public sector invests more in local and regional developments. The focus remains on exceeding client expectations by delivering high quality affordable housing ahead of programme both safely and efficiently.
Every effort is being made to source further development and investment opportunities and the Group is continuing to look for lucrative opportunities. Construction opportunities are being pursued and tendering for various sized residential schemes in London is a regular process. Our cash flow remains strong, profitability and future opportunities look promising.
The Group has added and will continue to add to its experience base of construction personnel to drive the business forward. I would like to thank all board members and staff for the enormous efforts and dedicated contributions they have made during the year. I would also like to thank our shareholders for their continued trust and confidence in the Board.


NameP Kennedy
Chairman

Date

Page 1

 
FORMATION GROUP PLC
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2022

Introduction
 
The year ended 31 August 2022 has been a successful year for the Group. The results of the group have predominately been driven by activities of Formation Design & Build Limited and Formation M&E Limited.
Over recent years the Group has successfully expanded its offering and established itself as a main contractor in the construction industry. Formation Design & Build Limited and has successfully built client relationships both in the private sector and public sector.
The business operates predominately in the London Area and combines a highly experienced management team with a large pool of designers, suppliers, and subcontractors, with some self-delivery including M&E, Joinery, Drylining and Tiling.
The business covers a broad range of project types including hotels, housing, heritage, retail, transport and warehousing, educational establishments, recreational venues, multi-level car parks and high-rise inner-city residential schemes.
The Group continues its support in the Market Equities Limited investment and see financial benefits year on year.

Business review
 
The Group board of directors are pleased with the results of 2022, despite the challenging economic conditions, the business outlook remains positive as it grows its order-book.
The Group has increased its activity  as a main contractor, through Formation Design & Build Limited and remains open to opportunities in property development and construction management services. The investment in the Formation Design & Build Holding Group is proving to be a success as are the financial results.
Projects Ashley 1A was successfully completed this year and was delivered 3 months ahead of programme. Ashley 1 is forecasted to be delivered several months ahead of programme and will be complete in 2023. Both these projects have proven to be successful and have been key to winning several new projects as well as developing new client relationships.
The Group has historically project managed central London property developments and had been engaged to provide these project management services by companies which are defined as related parties of Formation Group Plc. During the year, the business did not engage in any new or significant related party contracts. 
 
The group continues it support in the Market Equities Limited investment, Formation owns 10,000 USD1 ordinary shares in Market Equities Limited, acquired at a premium of USD 1,299 per share, which represents a 45% joint venture investment in the company. Market Equities is a private limited company, for which shares are incorporated in British Virgin Islands. The Market Equities Group’s principal activity is housebuilding in Ireland.

Page 2

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

Financial key performance indicators
 
The board of directors were pleased with the results this year. 
Turnover – Turnover increased from £48.079m in 2021 to £58.848m in 2022. Despite the economic challenges the demand for housing remains higher than supply and therefore, the Directors expect to be able to grow turnover as the Group expands its service offering to third party housing providers and developers.
Gross profit – Gross profit decreased from £9.180m in 2021 to £7.534m in 2022. There has been a fall in gross margin. A large part of this has been due to lower levels of margin enjoyed by Formation M&E Limited in comparison to last year and also due to inflationary challenges, along with work discounted to create new client relationships to achieve the desired growth.
Bank – Bank balance decreased from £14.981m in 2021 to £9.575m in 2022. This decrease in cash was due to a variety of factors details of which is covered in the Statement of cashflow.
Net Assets – Net Assets increased from £25.402m in 2021 to £31.649m in 2022.
The operating profit being principally generated through ongoing projects and share of profits in joint ventures.

Page 3

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

Principal risks and uncertainties
 
The principal risk to the Group is the uncertainty in the property market, due to rising costs relating to post Brexit, inflation, and the shortage of labour and materials in the construction industry.  As noted below, the Group had for some time been dependent on contracts from Related Parties to fully deploy its resources and expertise. 
 
The Group has benefitted from its participation in the 40% profit share agreement with London (North) Properties Limited and Pinacle Developments.
 
Specific risks are listed below: 
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Page 4

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

Directors' statement of compliance with duty to promote the success of the Group
 
The Board makes decisions for the long-term success of the company and its shareholders and complies with the requirements of Section 172 of the Companies Act 2006. As part of any decision-making processes, the directors will consider the need of the Company’s business relationships with Customers, Suppliers, and People. The engagement with and consideration of shareholders is as set out below.
Our Customers
The Group strategy is focused on delivering excellent customer service, which is a key part of our business model. To do this the Group has built strong business relationships with our customers, often providing valuable input into the development stages of construction projects to ensure the viability of the proposed projects.
The Group have invested in creating a dedicated team focused on taking responsibility for promoting quality and safety in all facets of the business for the benefit of the shareholders.
Our Suppliers
The group recognises the value of all our suppliers as the  key in helping our business run smoothly, from day-to-day operations through to the delivery of construction projects. The Group has long-term business relationships with many of its key suppliers and continues to work together to align business objectives whilst ensuring our payments terms and behaviours do not prevent them from achieving their goals.
The People
The group is committed to being a responsible business. The Group behaviour is aligned with the expectation of its people, customers, suppliers, shareholders, community and environment. People are at the heart of the delivery of excellent customer service. For our business to succeed we manage people’s performance and develop and bring through talent whilst ensuring the Company operates as efficiently as possible.
The management continues to engage directly with the employees through regular visits and meetings taking place across the Group including all constructions sites.
Outlook
This year the Group completed some key ongoing projects demonstrating its capability in its core property construction activity. The demand for affordable housing continues as the public sector invests more in local and regional developments.
The order book and potential leads remain healthy and the focus and commitment continues on growing the business and establishing a recognised name within the main construction sector. Its key focus remains on exceeding client expectations by delivering high quality affordable housing ahead of programme both safely and efficiently.
Maintaining will be the challenge during the forthcoming years, the Board will review strategic options for the future. Operating costs will be kept under close supervision.


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



................................................
D A Kennedy
Director

Date: 2 August 2023

Page 5

 
FORMATION GROUP PLC
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2022

The directors present their report and the financial statements for the year ended 31 August 2022.

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Results and dividends

The profit for the year, after taxation and non-controlling interests, amounted to £4,685,698 (2021 - loss £1,367,616).

No dividends were declared during the year (2021 - £nil).

Directors

The directors who served during the year were:

D A Kennedy 
R N O'Carroll 
P T Kennedy 
S O'Brien (resigned 20 January 2023)
D Walsh 

Future developments

Future developments are set out in the Strategic Report.

Page 6

 
FORMATION GROUP PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022

Engagement with suppliers, customers and others

Engagement with suppliers, customers and others are set out in the Strategic Report.

Disabled employees

Applications for employment by disabled persons are fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees. 

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditor

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

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

Post balance sheet events

On the 31st March 2023 Formation D&B Holdings Limited, a subsidiary, entered into a transaction with a company under common control to purchase some commercial properties for total consideration of £5.5m.

Auditor

The auditor, Hillier Hopkins LLPwill 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.
 





................................................
D A Kennedy
Director

Date: 2 August 2023

Page 7

 
FORMATION GROUP PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORMATION GROUP PLC
 

Opinion


We have audited the financial statements of Formation Group Plc (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 August 2022, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 August 2022 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 8

 
FORMATION GROUP PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORMATION GROUP PLC (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Page 9

 
FORMATION GROUP PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORMATION GROUP PLC (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Auditor's responsibilities for the audit of the financial statements
 

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


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

the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities;

any matters we identified having obtained and reviewed the Group’s documentation of their 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 or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 
 
Page 10

 
FORMATION GROUP PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FORMATION GROUP PLC (CONTINUED)



We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation.


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


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


Use of our report
 

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





Gary Wong BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Radius House
51 Clarendon Road
Watford
Herts
WD17 1HP

2 August 2023
Page 11

 
FORMATION GROUP PLC
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2022


2022
2021
Note
£
£

  

Turnover
 4 
58,847,549
48,079,369

Cost of sales
  
(51,313,161)
(38,898,884)

Gross profit
  
7,534,388
9,180,485

Administrative expenses
  
(1,473,547)
(3,957,902)

Operating profit
 5 
6,060,841
5,222,583

Share of profit of joint venture
 12 
565,448
631,878

Total operating profit
  
6,626,289
5,854,461

Amounts written off investments
 12 
-
(5,000,000)

Interest receivable and similar income
 9 
2,729
12,829

Gain/(loss) on financial assets at fair value through profit and loss account
 15 
912,708
(1,724,478)

Profit/(loss) before taxation
  
7,541,726
(857,188)

Tax on profit/(loss)
 10 
(1,294,961)
(377,357)

Profit/(loss) for the financial year
  
6,246,765
(1,234,545)

  

Total comprehensive income for the year
  
6,246,765
(1,234,545)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
1,561,067
133,071

Owners of the parent Company
  
4,685,698
(1,367,616)

  
6,246,765
(1,234,545)

There were no recognised gains and losses for 2022 or 2021 other than those included in the consolidated statement of comprehensive income.

The notes on pages 24 to 46 form part of these financial statements.

Page 12

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 11 
387,179
76,110

Investments
 12 
11,197,326
10,631,878

Investment property
 13 
275,000
275,000

  
11,859,505
10,982,988

Current assets
  

Stocks
 14 
-
200,000

Debtors: amounts falling due within one year
 15 
17,811,474
15,743,453

Cash at bank and in hand
 16 
9,575,379
14,980,910

  
27,386,853
30,924,363

Creditors: amounts falling due within one year
 17 
(6,775,763)
(15,943,142)

Net current assets
  
 
 
20,611,090
 
 
14,981,221

Total assets less current liabilities
  
32,470,595
25,964,209

Provisions for liabilities
  

Deferred taxation
 19 
(821,928)
(562,307)

  
 
 
(821,928)
 
 
(562,307)

Net assets
  
31,648,667
25,401,902


Capital and reserves
  

Called up share capital 
 20 
8,690,000
8,690,000

Share premium account
 21 
5,620,666
5,620,666

Fair value reserve
 21 
3,136,494
2,397,201

Other reserves
 21 
83,260
83,260

Profit and loss account
 21 
11,873,293
7,926,888

Equity attributable to owners of the parent Company
  
29,403,713
24,718,015

Non-controlling interests
  
2,244,954
683,887

  
31,648,667
25,401,902


Page 13

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2022

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




................................................
D A Kennedy
Director

Date: 2 August 2023

The notes on pages 24 to 46 form part of these financial statements.

Page 14

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 11 
32,366
38,077

Investments
 12 
10,020,007
10,020,007

Investment property
 13 
275,000
275,000

  
10,327,373
10,333,084

Current assets
  

Debtors: amounts falling due within one year
 15 
8,744,503
4,721,700

Cash at bank and in hand
 16 
4,487,499
11,914,276

  
13,232,002
16,635,976

Creditors: amounts falling due within one year
 17 
(1,542,358)
(5,845,802)

Net current assets
  
 
 
11,689,644
 
 
10,790,174

Total assets less current liabilities
  
22,017,017
21,123,258

  

Provisions for liabilities
  

Deferred taxation
 19 
(735,722)
(562,307)

  
 
 
(735,722)
 
 
(562,307)

Net assets
  
21,281,295
20,560,951


Capital and reserves
  

Called up share capital 
 20 
8,690,000
8,690,000

Share premium account
 21 
5,620,666
5,620,666

Fair value reserve
 21 
3,136,494
2,397,201

Other reserves
 21 
83,260
83,260

Profit and loss account brought forward
  
3,769,824
3,948,334

Profit for the year
  
720,344
43,490

Other changes in the profit and loss account

  

(739,293)
(222,000)

Profit and loss account carried forward
  
3,750,875
3,769,824

  
21,281,295
20,560,951


Page 15

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2022

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


................................................
D A Kennedy
Director

Date: 2 August 2023

The notes on pages 24 to 46 form part of these financial statements.

Page 16

 

 
FORMATION GROUP PLC


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022



Called up share capital
Share premium account
Fair value reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 September 2021
8,690,000
5,620,666
2,397,201
83,260
7,926,888
24,718,015
683,887
25,401,902



Comprehensive income for the year


Profit for the year
-
-
-
-
4,685,698
4,685,698
1,561,067
6,246,765

Total comprehensive income for the year
-
-
-
-
4,685,698
4,685,698
1,561,067
6,246,765


Transfer to/from profit and loss account
-
-
-
-
(739,293)
(739,293)
-
(739,293)


Transfer between other reserves
-
-
739,293
-
-
739,293
-
739,293



Total transactions with owners
-
-
739,293
-
(739,293)
-
-
-



At 31 August 2022
8,690,000
5,620,666
3,136,494
83,260
11,873,293
29,403,713
2,244,954
31,648,667



The notes on pages 24 to 46 form part of these financial statements.

Page 17

 

 
FORMATION GROUP PLC


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2021



Called up share capital
Share premium account
Fair value reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 September 2020
8,690,000
5,620,666
3,794,188
83,260
8,095,517
26,283,631
-
26,283,631



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,367,616)
(1,367,616)
133,071
(1,234,545)

Total comprehensive income for the year
-
-
-
-
(1,367,616)
(1,367,616)
133,071
(1,234,545)



Contributions by and distributions to owners


Transfer to/from profit and loss account
-
-
-
-
1,396,987
1,396,987
-
1,396,987


Transfer between other reserves
-
-
(1,396,987)
-
-
(1,396,987)
-
(1,396,987)


Sale of shares in subsidiary
-
-
-
-
(198,000)
(198,000)
550,816
352,816



Total transactions with owners
-
-
(1,396,987)
-
1,198,987
(198,000)
550,816
352,816



At 31 August 2021
8,690,000
5,620,666
2,397,201
83,260
7,926,888
24,718,015
683,887
25,401,902



The notes on pages 24 to 46 form part of these financial statements.

Page 18

 

 
FORMATION GROUP PLC


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022



Called up share capital
Share premium account
Fair value reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 September 2021
8,690,000
5,620,666
2,397,201
83,260
3,769,824
20,560,951



Comprehensive income for the year


Profit for the year
-
-
-
-
720,344
720,344

Total comprehensive income for the year
-
-
-
-
720,344
720,344


Transfer to/from profit and loss account
-
-
-
-
(739,293)
(739,293)


Transfer between other reserves
-
-
739,293
-
-
739,293



Total transactions with owners
-
-
739,293
-
(739,293)
-



At 31 August 2022
8,690,000
5,620,666
3,136,494
83,260
3,750,875
21,281,295



The notes on pages 24 to 46 form part of these financial statements.

Page 19

 

 
FORMATION GROUP PLC


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2021



Called up share capital
Share premium account
Fair value reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 September 2020
8,690,000
5,620,666
3,794,188
83,260
3,948,334
22,136,448



Comprehensive income for the year


Profit for the year
-
-
-
-
43,490
43,490

Total comprehensive income for the year
-
-
-
-
43,490
43,490



Contributions by and distributions to owners


Transfer to/from profit and loss account
-
-
-
-
(222,000)
(222,000)


Transfer between other reserves
-
-
(1,396,987)
-
-
(1,396,987)



Total transactions with owners
-
-
(1,396,987)
-
(222,000)
(1,618,987)



At 31 August 2021
8,690,000
5,620,666
2,397,201
83,260
3,769,824
20,560,951



The notes on pages 24 to 46 form part of these financial statements.

Page 20

 
FORMATION GROUP PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2022

2022
2021
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
6,246,765
(1,234,545)

Adjustments for:

Depreciation of tangible assets
36,667
24,000

Interest received
(2,729)
-

Taxation charge
1,294,961
705,000

Decrease/(increase) in stocks
200,000
(22,000)

(Increase) in debtors
(2,014,030)
(2,869,000)

(Decrease)/increase in creditors
(9,638,492)
7,793,000

Net fair value (gains)/losses recognised in P&L
(912,708)
1,724,000

Share of operating profit in joint ventures
(565,448)
(632,000)

Corporation tax received/(paid)
121,074
(70,000)

Deferred tax on gain on financial assets at fair value
173,415
(328,000)

Impairments of investments
-
5,000,000

Net cash generated from operating activities

(5,060,525)
10,090,455


Cash flows from investing activities

Purchase of tangible fixed assets
(347,735)
(24,000)

Interest received
2,729
-

Net cash from investing activities

(345,006)
(24,000)
Page 21

 
FORMATION GROUP PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2022


2022
2021

£
£



Cash flows from financing activities

Cash received from non-controlling interests
-
485,000

Net cash used in financing activities
-
485,000

Net (decrease)/increase in cash and cash equivalents
(5,405,531)
10,551,455

Cash and cash equivalents at beginning of year
14,980,910
4,429,455

Cash and cash equivalents at the end of year
9,575,379
14,980,910


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,575,379
14,980,910

9,575,379
14,980,910


The notes on pages 24 to 46 form part of these financial statements.

Page 22

 
FORMATION GROUP PLC
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2022




At 1 September 2021
Cash flows
At 31 August 2022
£

£

£

Cash at bank and in hand

14,980,910

(5,405,531)

9,575,379


14,980,910
(5,405,531)
9,575,379

The notes on pages 24 to 46 form part of these financial statements.

Page 23

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

1.


General information

Formation Group PLC is a company registered in England and Wales, incorporated in the United Kingdom. The registered office address is Oakwood House, 414-422 Hackney Road, London, E2 7SY. The nature of the Group’s operations and its principal activities are set out in the Strategic Report.
The financial statements are presented in pounds sterling which is also the functional currency of the parent company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The Company has taken advantage of the disclosure exemption allowed under FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and has not presented its own Statement of Cash Flows in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

 
2.3

Going concern

The Group has secured several new projects since the year end and has a healthy order book that will provide continued growth for 2023. The group expects to make acceptable levels of profit in these years. After reviewing the cash flow forecasts and projections, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future without the reliance on any external bank funding as the business continues to grow. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Page 24

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue  for construction services provided under a fixed price contract represents amounts chargeable for services provided and expenses recharged to clients. Revenue, when the outcome of a transaction can be measured reliably, is recognised by reference to the stage of completion of the services rendered as duly certified by a group Quantity Surveyor. Where it is probable that total costs will exceed total turnover on a particular project, the expected loss is recognised immediately.
Revenue for construction services provided under a cost plus management fee contract represents amounts chargeable for services provided and expenses recharged to clients. Revenue, when the outcome of a transaction can be measured reliably, is recognised by reference to costs incurred and according to the terms of the management fee agreement.

 
2.6

Operating leases: the Group as lessee

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

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

Page 25

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.Accounting policies (continued)

 
2.7

Interest income

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

 
2.8

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group 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 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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

 
2.10

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.

Page 26

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

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
-
10 years straight line
Plant and machinery
-
3 years straight line
Fixtures and fittings
-
3 years straight line
Office equipment
-
3 years 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.

 
2.11

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 27

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.Accounting policies (continued)

 
2.13

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.14

Stocks - Work in progress

Work in progress is stated at the lower of cost and estimated selling price, net of payments received on account. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

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.

 
2.16

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.

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

 
2.17

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.

Page 28

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group 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 profit or loss in the year that the Group 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.

 
2.19

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. 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. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

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 Consolidated 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.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Page 29

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.
Depreciation and residual value
The Directors have reviewed the asset lives and associated residual values of all fixed assets, and have concluded that asset lives and residual values are appropriate.
Work in progress
Profit on long term contracts is recognised as the work is carried out. Management use judgment to establish whether the substance of a contract is that the right to consideration does not arise until the occurrence of a specific event or service. In this case, turnover and associated costs are not recognised until that event occurs.


4.


Turnover

All turnover arose within the United Kingdom and relates to its principal activity which is professional construction services.


5.


Operating profit

The operating profit is stated after charging:

2022
2021
£
£

Exchange differences
(37,759)
110,809

Other operating lease rentals
80,908
76,462


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2022
2021
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
8,750
22,000

Fees payable to the Company's auditor and its associates in respect of:

The auditing of accounts of associates of the Company
38,000
37,000

Additional fees relating to 2020
-
29,000

Page 30

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
1,342,072
3,189,964
-
-

Social security costs
167,842
421,206
-
-

Cost of defined contribution scheme
47,866
48,140
-
-

1,557,780
3,659,310
-
-


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



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Average number of employees
18
13
4
4


8.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
474,918
3,189,571

Group contributions to defined contribution pension schemes
39,996
39,996

514,914
3,229,567


During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £311,688 (2021 - £2,331,901).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,446 (2021 - £NIL).

Page 31

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

9.


Interest receivable

2022
2021
£
£


Other interest receivable
2,729
12,829

2,729
12,829


10.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
1,093,912
705,007

Adjustments in respect of previous periods
(58,572)
-


Total current tax
1,035,340
705,007

Deferred tax


Origination and reversal of timing differences
259,621
(327,650)

Total deferred tax
259,621
(327,650)


Taxation on profit on ordinary activities
1,294,961
377,357
Page 32

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Profit/(loss) on ordinary activities before tax
7,541,726
(857,188)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
1,432,928
(162,866)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
894
29,000

Capital allowances for year in excess of depreciation
1,247
2,000

Utilisation of tax losses
-
(41,000)

Adjustments to tax charge in respect of prior periods
(58,572)
(379,000)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
(281,000)

Unrealised fair value movement not taxable
-
380,000

Unrealised impairment of investments not tax allowable
-
950,000

Unrealised profit from joint ventures not taxable
(107,435)
(119,777)

Other differences leading to an increase (decrease) in the tax charge
25,899
-

Total tax charge for the year
1,294,961
377,357


Factors that may affect future tax charges

On 3 March 2021 the Chancellor of the Exchequer announced an increase in the main rate of UK corporation tax to 25 per cent for businesses with profits greater than £250,000. Businesses with profits of £50,000 or less will continue to be taxed at 19% with marginal relief for profits up to £250,000. These changes were substantially enacted on 25 May 2021 and will take effect from 1 April 2023.

Page 33

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

11.


Tangible fixed assets

Group






Leasehold improve- ments
Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 September 2021
57,118
37,500
50,234
49,248
194,100


Additions
-
104,277
238,455
5,003
347,735



At 31 August 2022

57,118
141,777
288,689
54,251
541,835



Depreciation


At 1 September 2021
19,039
26,042
24,258
48,651
117,990


Charge for the year on owned assets
5,711
20,952
7,877
2,126
36,666



At 31 August 2022

24,750
46,994
32,135
50,777
154,656



Net book value



At 31 August 2022
32,368
94,783
256,554
3,474
387,179



At 31 August 2021
38,079
11,458
25,976
597
76,110

Page 34

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

           11.Tangible fixed assets (continued)


Company






Leasehold improve- ments

£

Cost or valuation


At 1 September 2021
57,116



At 31 August 2022

57,116



Depreciation


At 1 September 2021
19,039


Charge for the year on owned assets
5,711



At 31 August 2022

24,750



Net book value



At 31 August 2022
32,366



At 31 August 2021
38,077






Page 35

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

12.


Fixed asset investments

Group





Unlisted investments
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 September 2021
5,000,000
10,631,878
15,631,878


Additions
-
565,448
565,448



At 31 August 2022

5,000,000
11,197,326
16,197,326



Impairment


At 1 September 2021
5,000,000
-
5,000,000



At 31 August 2022

5,000,000
-
5,000,000



Net book value



At 31 August 2022
-
11,197,326
11,197,326



At 31 August 2021
-
10,631,878
10,631,878

Page 36

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
Company





Investments in subsidiary companies
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 September 2021
20,007
5,000,000
10,000,000
15,020,007



At 31 August 2022

20,007
5,000,000
10,000,000
15,020,007



Impairment


At 1 September 2021
-
5,000,000
-
5,000,000



At 31 August 2022

-
5,000,000
-
5,000,000



Net book value



At 31 August 2022
20,007
-
10,000,000
10,020,007



At 31 August 2021
20,007
-
10,000,000
10,020,007

Page 37

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Formation D & B Holdings Limited
England
Ordinary, A Ordinary, Preference
75.01%
Formation (Homes) London Ltd
England
Ordinary
100%
Formation Homes (No1) Ltd
England
Ordinary
100%
Formation Homes (No2) Ltd
England
Ordinary
100%

On 22 July 2021, the Group entered into an agreement with Greenford First Consultancy Limited (“Greenford”) through which it transferred 24.99% of the Group’s interest in its contracting businesses, Formation Design & Build Limited and Formation (M&E) Limited to a new holding company, Formation D&B Holdings Limited, (“Holdings”). Greenford subscribed £485,000 for its initial 24.99% shareholding in Holdings, which interest may increase to 50% on 1 May 2024.
Joint ventures
Following a previous share issue by Market Equities Limited, Formation Group Plc owns 10,000 USD1 ordinary shares in Market Equities Limited, acquired at a premium of USD 1,299 per share, which represents a 45% joint venture investment in the company. Market Equities is a private limited company, for which shares are incorporated in British Virgin Islands. The Market Equities Group’s principal activity is housebuilding in Ireland.
Unlisted investments
The unlisted investments comprises an investment in Rutherford Health Plc, formerly known as Proton Partners International Limited (“Rutherford”). On 25 January 2022, the company withdrew from trading on the ASQE market and on 6 June 2022 the Rutherford Health Group announced that an application is to be made to place the Group into liquidation. In the previous year the directors decided to make an impairment provision of £5m and reduce the carrying value to nil to reflect the uncertainty over recovering any amounts from the liquidation process.

Page 38

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

13.


Investment property

Group and Company


Freehold investment property

£



Valuation


At 1 September 2021
275,000



At 31 August 2022
275,000



Investment properties were valued by the Directors at fair value using estimated yields (6.5%) based on potential income as at the reporting date as they are not currently income generating. There is no change on prior periods. There are no external valuations. There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance or enhancements.





14.


Stocks

Group
Group
2022
2021
£
£

Work in progress
-
200,000

-
200,000


The difference between purchase price or production cost of stocks and their replacement cost is not material.


15.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Trade debtors
6,994,625
9,882,757
39,613
-

Other debtors
6,104,438
2,011,493
4,807,347
1,655,060

Prepayments and accrued income
840,195
889,695
25,327
107,132

Fair value gain on 34 Wembley Hill Road
3,872,216
2,959,508
3,872,216
2,959,508

17,811,474
15,743,453
8,744,503
4,721,700


Page 39

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

15.Debtors (continued)

Development loan – 34 Wembley Hill Road. Wembley
Under the terms of a development loan agreement, in 2018 Formation advanced a loan of £5m to London (North) Properties Limited (“LNPL”). The principal balance was repaid in 2018. The loan attracts no interest but instead entitles Formation Group Plc to 40% of the net profit arising on the development (i.e. the profit generated from the sales of units after the repayment of the debt utilised to purchase the site, the cost of development, taxation and repayment of the loan advanced by the company). Payment of funds in relation to the development loan will be made to Formation Group Plc once 95% of the flats have been completed or the flats have been long leased.
The Directors are of the opinion that the development loan is a financial instrument and as such it should be carried at fair value in the accounts. At the reporting date, the Directors have considered that a fair value estimate of the development loan can be calculated by reference to the stage of completion of the development carried out by London (North) Properties Limited. This is on the basis that, as London (North) Properties Limited has been engaged to undertake the construction project at a pre-agreed fee, the future profit on the project can be reliably estimated. As such, the Directors have recognised a fair value gain in the accounts. The development loan is linked to a contract which is being accounted for under the construction industry rules by London (North) Properties Limited.
The fair value is based on the present value of the anticipated cash flows of the development, gross of tax of £0.736m (2021: £0.562m). This project is completed.


16.


Cash and cash equivalents

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Cash at bank and in hand
9,575,379
14,980,910
4,487,499
11,914,276

9,575,379
14,980,910
4,487,499
11,914,276



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Trade creditors
4,926,789
4,538,986
6,816
10,395

Amounts owed to group undertakings
-
-
1,468,171
5,748,171

Corporation tax
1,106,262
635,149
-
-

Other taxation and social security
4,958
878,751
4,657
42

Other creditors
120,607
906,647
23,510
23,510

Accruals and deferred income
617,147
8,983,609
39,204
63,684

6,775,763
15,943,142
1,542,358
5,845,802


Page 40

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

18.


Financial instruments

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
3,872,216
2,959,508
3,872,216
2,959,508




Financial assets measured at fair value through profit or loss comprise the 34 Wembley Hill development loan. 

Financial risk management objectives
The Group has a centralised financial risk management function which monitors and manages the financial risks relating to the operations of the Group. The primary risks faced by the Group are credit risk, interest risk and liquidity risk. The Board has reviewed and agreed policies for management of this risk. All of the Group’s activities involve analysis, acceptance and management of some degree of risk or combination of risks.
The Group’s risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls and to monitor the risks and limits continually by means of reliable up-to-date systems. The Group modifies and enhances its risk management policies and systems to reflect changes in markets and products. The Board has formulated a high level Group risk management policy and monitors risk management to allow it to review the effectiveness of the Group’s risk management policies.
Capital risk management
The capital structure of the Group is presented in the statement of financial position and includes equity, cash and borrowings. The statement of changes in equity provides details of equity and during the year, no bank loans or overdraft facilities were used by the group. If required, short term funding requirements are provided by a bank loan. The objectives when managing capital are to safeguard its ability to continue as a going concern and have access to adequate funding for business opportunities, so that it can provide returns for shareholders and benefits for other stakeholders. The Group manages its capital structure and makes adjustment in light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may issue new shares or draw down debt.
The Group maintains sufficient cash levels to enable it to meet its liabilities as they fall due. Management review cash flow forecasts on a regular basis to determine whether the group has sufficient cash reserves to meet future working capital requirements, financing obligations and to take advantage of business opportunities. In reviewing cash flows and identifying the need for further funds, management consider the nature of cash flow requirements and take appropriate action.
Finance and interest rate risk
The Group finances its operations through cash and cash equivalents, and, when required, bank loans.
 
Page 41

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

Credit risk management
Credit risk is the risk that financial loss arises from the failure of a customer or counterparty to meet its obligations under a contract. The Group has dedicated standards, policies and procedures to control and monitor all such risks. Although the Group is potentially exposed to credit loss in the event of non-performance by counterparties, such credit risk is controlled through reviews of counterparties and limiting the exposure to any single counterparty.
The Group only transacts with entities that have a good credit rating. Customer debtor balances are monitored on an ongoing basis and provision is made for estimated irrecoverable amounts. 
Liquidity risk management
The Group has managed its cash in a manner designed to ensure maximum benefit is gained, whilst ensuring security of investment sources. The Group’s policy on investment of surplus funds limits the placing of deposits to institutions with strong credit ratings.
The Group manages liquidity risk by maintaining adequate working capital facilities it is able to draw on and by continuously monitoring forecast and actual cash flows.


19.


Deferred taxation


Group



2022


£






At beginning of year
(562,307)


Charged to profit or loss
(259,621)



At end of year
(821,928)

Page 42

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022
 
19.Deferred taxation (continued)

Company


2022


£






At beginning of year
(562,307)


Charged to profit or loss
(173,415)



At end of year
(735,722)

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Accelerated capital allowances
(86,206)
-
-
-

Deferred tax on fair value movements
(735,722)
(562,307)
(735,722)
(562,307)

(821,928)
(562,307)
(735,722)
(562,307)


20.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



173,800,000 (2021 - 173,800,000) Ordinary shares of £0.05 each
8,690,000
8,690,000


Page 43

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

21.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Fair value reserve

The fair value reserve represents the fair value gains or losses recognised in the profit and loss account.

Other reserves

Other reserves consists of a share option reserve for equity-settled share-based employee remuneration until such share options are exercised; and a capital redemption reserve representing the nominal value of own shares acquired under a share buyback arrangement.

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.


22.


Non-controlling interests

On 22 July 2021, the Group entered into an agreement with Greenford First Consultancy Limited (“Greenford”) through which it transferred 24.99% of the Group’s interest in its contracting businesses, Formation Design & Build Limited and Formation (M&E) Limited to a new holding company, Formation D&B Holdings Limited, (“Holdings”). Greenford subscribed £485,000 for its initial 24.99% shareholding in Holdings, which interest may increase to 50% on 1 May 2024.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £47,866 (2021 - £48,140). Contributions totalling £21 (2021 - £1,517) were payable to the fund at the reporting date and are included in creditors.

Page 44

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

24.


Commitments under operating leases

At 31 August 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Not later than 1 year
57,785
57,785
27,000
27,000

Later than 1 year and not later than 5 years
192,659
214,444
108,000
99,000

Later than 5 years
18,000
45,000
18,000
45,000

268,444
317,229
153,000
171,000


25.


Related party transactions

The Company has taken advantage of the exemption available under the terms of section 33 of Financial Reporting Standard 102 Related Party Disclosures, not to disclose related party transactions with its wholly owned subsidiaries in the Group.
Formation Design & Build Limited leased premises from Columbia House Properties (No.6) Limited, a company ultimately controlled by Kennedy Private Trust Company Ltd, as a corporate trustee. The charge for the year was £30,785 (2021 - £5,221). The balance outstanding as at the year end is £nil (2021 - £nil).
Formation Group Plc leased premises from Columbia House Properties (No.6) Limited, a company ultimately controlled by Kennedy Private Trust Company Ltd, as a corporate trustee. The charge for the year was £27,000 (2021 - £27,000). The balance outstanding as at 31 August 2021 is nil (2021 £nil).
Included within debtors is a fair value gain of £3.872m (2021 - £2.960m) on the 34 Wembley Hill Road development that the company has with London (North) Properties Limited, a company ultimately controlled by Kennedy Private Trust Company Ltd, as a corporate trustee. 
During the year, Formation Group Plc advanced €3.5m (2021 - €2m) to Market Equities Limited, a company ultimately controlled by Kennedy Private Trust Company Ltd, as a corporate trustee. The balance outstanding as at the year end included in other debtors is £4.753m (2021 - £1.655m). 
Formation Group Plc advanced £nil (2021 - £1.819k) to Pinacle Developments Limited, ultimately controlled by Kennedy Private Trust Company Limited, as a Corporate Trustee. The balance outstanding as at the year end included in with other debtors is £nil (2021 - £1.717k). 


26.


Post balance sheet events

On the 31st March 2023 Formation D&B Holdings Limited, a subsidiary, entered into a transaction with a company under common control to purchase some commercial properties for total consideration of £5.5m.

Page 45

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2022

27.


Controlling party

The ultimate controlling party is Kennedy Private Trust Company Limited, as a corporate trustee.

Page 46