ACCOUNTS - Final Accounts


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Registered number: 04145632









FORMATION GROUP PLC









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2023

 
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 - 7
Directors' Report
 
8 - 9
Independent Auditor's Report
 
10 - 14
Consolidated Statement of Comprehensive Income
 
15
Consolidated Statement of Financial Position
 
16 - 17
Company Statement of Financial Position
 
18 - 19
Consolidated Statement of Changes in Equity
 
20 - 21
Company Statement of Changes in Equity
 
22 - 23
Consolidated Statement of Cash Flows
 
24 - 25
Consolidated Analysis of Net Debt
 
26
Notes to the Financial Statements
 
27 - 52


 
FORMATION GROUP PLC
 
 
 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2023

The chairman presents his statement for the period.

I am delighted to present the annual results for Formation Group PLC and its subsidiaries for the fiscal year ending August 31st, 2023.
Despite facing challenging economic conditions, I am pleased to report that the Group has delivered promising results. Throughout the year, we encountered inflationary pressures and disruptions in the supply chain due to the prevailing economic and political landscape. These factors have affected our margins to some extent.
Nevertheless, the Group's commitment to growth and investment remains unwavering. Our primary focus continues to be on expanding our business portfolio and establishing a strong presence in the construction sector. We are dedicated to surpassing client expectations by consistently delivering high-quality, affordable housing projects ahead of schedule and with utmost safety and efficiency.
Despite the economic challenges, our outlook remains optimistic. We maintain a healthy order book and have secured prosperous tenders, reflecting the sustained demand for affordable housing, particularly as public sector investment in local and regional developments continues to grow.
We are actively seeking out new development and investment opportunities, with a keen eye on maximizing profitability. Our ongoing pursuit of construction opportunities includes regular tendering for residential schemes of various sizes in London and beyond. Our robust cash flow, coupled with promising profitability and future prospects, positions us well for continued success.
To drive our business forward, we have been strategically augmenting our team with experienced construction personnel, further enhancing our capabilities and expertise.
I extend my heartfelt gratitude to all our board members and staff for their tireless efforts and dedicated contributions throughout the year. Their hard work and commitment have been instrumental in achieving our objectives. I also express my sincere appreciation to our shareholders for their unwavering trust and confidence in the Board.
Looking ahead, we are excited about the opportunities that lie ahead and remain committed to delivering value for our shareholders while contributing positively to the communities we serve.


NameP Kennedy
Chairman

Date

Page 1

 
FORMATION GROUP PLC
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

Introduction
 
The year ended 31 August 2023 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 it has successfully expanded its offering and established itself as a main contractor in the construction industry and 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 success is underpinned by a fusion of a highly experienced management team and a vast network of skilled designers, reliable suppliers, and proficient subcontractors. This collaborative approach ensures a diverse and comprehensive portfolio of successful projects spanning various sectors, including hotels, housing, heritage sites, retail spaces, transport and warehousing facilities, educational establishments, recreational venues, multi-level car parks, and high-rise inner-city. 
The roots of Formation are deeply embedded in a commitment to quality, innovation, and a track record of meeting and exceeding expectations. We bring together a wealth of experience, cutting-edge design, and a robust network to create spaces that not only redefine standards but also stand as enduring symbols of our dedication to excellence. 
The Group also continues its support in the Market Equities Limited investment and see financial benefits year on year. 

Page 2

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Business review
 
The Board of Directors is pleased with the 2023 results, which demonstrate resilience in the face of challenging economic conditions. Despite external factors, the business maintains an optimistic outlook, driven by a growing order book.
Strategic Focus
The business remains steadfast in its commitment to growth, aiming to establish itself as a recognized name in the main construction sector. Our primary objective is to surpass client expectations by delivering high-quality, affordable housing efficiently and safely, while maintaining a dedication to staying ahead of project timelines.
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 successful, as evidenced by the positive financial results.
Project Updates
In 2023, Project Ashley 1 was successfully completed, delivered nine months ahead of schedule. Progress on the Chocolate Factory and Remington Road developments has been substantial, and they are forecasted to be delivered slightly ahead of schedule, with completion expected in 2024. The business is gaining a reputation for delivering projects either early or on time, which has been instrumental in winning new projects and developing client relationships.
The Group has expanded its client base and development work and is starting to see repeat business from some clients. However, there is a continued focus on strengthening the client base even further.
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 3

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

Financial key performance indicators
 
The board of directors are pleased with the results for this year.
 
Turnover – The Board is pleased to report a notable increase in turnover from £58.847m in 2022 to £66.537m in 2023. Despite economic challenges, the demand for housing outpaces supply, positioning the group for continued growth as it expands services to third-party housing providers and developers
Gross profit – As a result of inflationary pressures within the construction industry and supply chain disruptions driven by political factors, the group experienced a marginal decrease in gross profit from £7.534m in 2022 to £6.692m in 2023. 
While these external challenges played a role, the group remains resilient in managing costs and navigating market dynamics. Notably, the decrease in gross profit has not mirrored the growth in turnover, and the Board is actively addressing these challenges to ensure sustained profitability. The commitment to establishing new client relationships at discounted rates also contributed to the overall strategic approach in achieving the desired growth amidst challenging conditions.
Overheads - In 2023, administrative costs surged from £1.473m to £2.519m, reflecting a strategic response to the imminent growth in the order book. This deliberate increase encompasses a proactive expansion of operational capabilities, including investments in technology and human resources. A portion of the rise is attributed to addressing increasing salary costs, emphasizing the group's commitment to securing and retaining top talent. 
Additionally, the overall overhead increment accounts for inflationary pressures affecting various operational aspects. This comprehensive approach positions the company for seamless handling of the anticipated demand surge while maintaining service excellence. The Board anticipates that these strategic investments will yield substantial returns, contributing significantly to the group's long-term success.
Bank – The bank balance demonstrated substantial growth, surging from £9.575m in 2022 to an impressive £14.351m in 2023. This increase is primarily attributed to profit materializing into cash. Additionally, the recovery of historical retentions has been instrumental in bolstering the cash balance. The successful retrieval of these funds reflects the group's proactive approach to financial management and underscores its commitment to optimizing liquidity.
Net Assets – Net Assets increased from £31.648m in 2022 to £36.193m in 2023
In conclusion, despite economic headwinds, the company's positive trajectory is evident in its financial indicators and strategic positioning. The Board looks forward to further expansion and success in the coming years

Page 4

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

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 5

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


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.

Page 6

 
FORMATION GROUP PLC
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


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



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

Date: 27 February 2024

Page 7

 
FORMATION GROUP PLC
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

The directors present their report and the financial statements for the year ended 31 August 2023.

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 minority interests, amounted to £3,774,937 (2022 - £4,685,698).

No dividends were declared during the year (2022 - £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.

Engagement with suppliers, customers and others

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

Page 8

 
FORMATION GROUP PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023

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

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

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: 27 February 2024

Page 9

 
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 2023, 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 2023 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 10

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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial 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 11

 
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 8, 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.


Page 12

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


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. 
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.

Page 13

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

27 February 2024
Page 14

 
FORMATION GROUP PLC
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023


2023
2022
Note
£
£

  

Turnover
 4 
66,537,738
58,847,548

Cost of sales
  
(59,845,254)
(51,313,160)

Gross profit
  
6,692,484
7,534,388

Administrative expenses
  
(2,519,678)
(1,473,547)

Operating profit
 5 
4,172,806
6,060,841

Share of profit of joint venture
  
911,295
565,448

Total operating profit
  
5,084,101
6,626,289

Interest receivable and similar income
 9 
19,092
2,729

Interest payable and similar expenses
 10 
(100,180)
-

Gain/(loss) on financial assets at fair value thorugh profit and loss account
  
670,232
912,708

Profit before taxation
  
5,673,245
7,541,726

Tax on profit
 11 
(1,129,013)
(1,294,961)

Profit for the financial year
  
4,544,232
6,246,765

  

Total comprehensive income for the year
  
4,544,232
6,246,765

Profit for the year attributable to:
  

Non-controlling interests
  
769,295
1,561,067

Owners of the parent Company
  
3,774,937
4,685,698

  
4,544,232
6,246,765

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 27 to 52 form part of these financial statements.

Page 15

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
6,864,373
387,179

Investments
 13 
12,108,621
11,197,326

Investment property
 14 
275,000
275,000

  
19,247,994
11,859,505

Current assets
  

Debtors: amounts falling due within one year
 15 
26,518,767
17,811,474

Cash at bank and in hand
 16 
14,351,339
9,575,379

  
40,870,106
27,386,853

Creditors: amounts falling due within one year
 17 
(19,870,656)
(6,775,763)

Net current assets
  
 
 
20,999,450
 
 
20,611,090

Total assets less current liabilities
  
40,247,444
32,470,595

Creditors: amounts falling due after more than one year
  
(3,102,864)
-

Provisions for liabilities
  

Deferred taxation
 21 
(951,681)
(821,928)

  
 
 
(951,681)
 
 
(821,928)

Net assets
  
36,192,899
31,648,667


Capital and reserves
  

Called up share capital 
 22 
8,690,000
8,690,000

Share premium account
 23 
5,620,666
5,620,666

Fair value reserve
 23 
3,639,168
3,136,494

Other reserves
 23 
83,260
83,260

Profit and loss account
 23 
15,145,556
11,873,293

Equity attributable to owners of the parent Company
  
33,178,650
29,403,713

Non-controlling interests
  
3,014,249
2,244,954

  
36,192,899
31,648,667


Page 16

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2023

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




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

Date: 27 February 2024

The notes on pages 27 to 52 form part of these financial statements.

Page 17

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
26,654
32,366

Investments
 13 
10,020,007
10,020,007

Investment property
 14 
275,000
275,000

  
10,321,661
10,327,373

Current assets
  

Debtors: amounts falling due within one year
 15 
11,395,343
8,744,503

Cash at bank and in hand
 16 
2,575,674
4,487,499

  
13,971,017
13,232,002

Creditors: amounts falling due within one year
 17 
(1,553,574)
(1,542,358)

Net current assets
  
 
 
12,417,443
 
 
11,689,644

Total assets less current liabilities
  
22,739,104
22,017,017

  

Provisions for liabilities
  

Deferred taxation
 21 
(903,280)
(735,722)

  
 
 
(903,280)
 
 
(735,722)

Net assets
  
21,835,824
21,281,295


Capital and reserves
  

Called up share capital 
 22 
8,690,000
8,690,000

Share premium account
 23 
5,620,666
5,620,666

Fair value reserve
 23 
3,639,168
3,136,494

Other reserves
 23 
83,260
83,260

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

Profit for the year
  
554,529
720,344

Other changes in the profit and loss account

  

(502,674)
(739,293)

Profit and loss account carried forward
  
3,802,730
3,750,875

  
21,835,824
21,281,295


Page 18

 
FORMATION GROUP PLC
REGISTERED NUMBER: 04145632
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 AUGUST 2023

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


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

Date: 27 February 2024

The notes on pages 27 to 52 form part of these financial statements.

Page 19

 

 
FORMATION GROUP PLC


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



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



Comprehensive income for the year


Profit for the year
-
-
-
-
3,774,937
3,774,937
769,295
4,544,232

Total comprehensive income for the year
-
-
-
-
3,774,937
3,774,937
769,295
4,544,232


Transfer to/from profit and loss account
-
-
-
-
(502,674)
(502,674)
-
(502,674)


Transfer between other reserves
-
-
502,674
-
-
502,674
-
502,674



Total transactions with owners
-
-
502,674
-
(502,674)
-
-
-
Page 20

 

 
FORMATION GROUP PLC


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023




At 31 August 2023
8,690,000
5,620,666
3,639,168
83,260
15,145,556
33,178,650
3,014,249
36,192,899



The notes on pages 27 to 52 form part of these financial statements.

Page 21

 

 
FORMATION GROUP PLC


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



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 1 September 2022
8,690,000
5,620,666
3,136,494
83,260
3,750,875
21,281,295



Comprehensive income for the year


Profit for the year
-
-
-
-
554,529
554,529

Total comprehensive income for the year
-
-
-
-
554,529
554,529


Transfer to/from profit and loss account
-
-
-
-
(502,674)
(502,674)


Transfer between other reserves
-
-
502,674
-
-
502,674



Total transactions with owners
-
-
502,674
-
(502,674)
-



At 31 August 2023
8,690,000
5,620,666
3,639,168
83,260
3,802,730
21,835,824


Page 22

 

 
FORMATION GROUP PLC


 


COMPANY STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


The notes on pages 27 to 52 form part of these financial statements.

Page 23

 
FORMATION GROUP PLC
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
4,544,232
6,246,765

Adjustments for:

Depreciation of tangible assets
112,655
36,667

Interest paid
100,180
-

Interest received
(19,092)
(2,729)

Taxation charge
1,129,013
1,294,961

Decrease in stocks
-
200,000

(Increase) in debtors
(8,707,293)
(2,014,030)

Increase/(decrease) in creditors
11,198,497
(9,638,492)

Net fair value (gains) recognised in P&L
(670,232)
(912,708)

Share of operating (loss) in joint ventures
(911,295)
(565,448)

Corporation tax received
502,674
121,074

Deferred tax on gain on financial assets at fair value
167,558
173,415

Net cash generated from operating activities

7,446,897
(5,060,525)


Cash flows from investing activities

Purchase of tangible fixed assets
(6,589,849)
(347,735)

Interest received
19,092
2,729

Net cash from investing activities

(6,570,757)
(345,006)

Cash flows from financing activities

Other new loans
4,000,000
-

Interest paid
(100,180)
-

Net cash used in financing activities
3,899,820
-

Net increase/(decrease) in cash and cash equivalents
4,775,960
(5,405,531)

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

Cash and cash equivalents at the end of year
14,351,339
9,575,379


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
14,351,339
9,575,379

14,351,339
9,575,379


Page 24

 
FORMATION GROUP PLC
 
The notes on pages 27 to 52 form part of these financial statements.

Page 25

 
FORMATION GROUP PLC
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2023




At 1 September 2022
Cash flows
At 31 August 2023
£

£

£

Cash at bank and in hand

9,575,379

4,775,960

14,351,339

Debt due after 1 year

-

-

-

Debt due within 1 year

-

(4,000,257)

(4,000,257)


9,575,379
775,703
10,351,082

The notes on pages 27 to 52 form part of these financial statements.

Page 26

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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 of £90m that will provide continued growth for 2024. 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 27

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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 28

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.7

Interest income

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

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

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.

Page 29

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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 30

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.12
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:

Long-term leasehold property
-
No depreciation
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.

 
2.13

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.

 
2.14

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 31

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.15

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.

 
2.16

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.

 
2.17

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.

 
2.18

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 32

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.19

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.

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

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

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Page 33

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.20
Financial instruments (continued)

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

Page 34

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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:

2023
2022
£
£

Exchange differences
(21,679)
(37,759)

Other operating lease rentals
239,243
80,908


6.


Auditor's remuneration

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


2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
8,025
8,750

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

The auditing of accounts of associates of the Company
40,025
38,000

Page 35

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

7.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,285,353
1,342,072
-
-

Social security costs
203,946
167,842
-
-

Cost of defined contribution scheme
64,616
47,866
-
-

2,553,915
1,557,780
-
-


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Average number of employees
33
22
4
4


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
929,691
474,918

Group contributions to defined contribution pension schemes
44,996
39,996

974,687
514,914


During the year retirement benefits were accruing to 1 director (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £582,659 (2022 - £311,688).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,232 (2022 - £11,446).

Page 36

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

9.


Interest receivable

2023
2022
£
£


Other interest receivable
19,092
2,729

19,092
2,729


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
180
-

Other loan interest payable
100,000
-

100,180
-


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
983,590
1,093,912

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


Total current tax
983,590
1,035,340

Deferred tax


Origination and reversal of timing differences
145,423
259,621

Total deferred tax
145,423
259,621


Taxation on profit on ordinary activities
1,129,013
1,294,961
Page 37

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 21.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
5,673,245
7,541,726


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.5% (2022 - 19%)
1,219,748
1,432,928

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
114,657
894

Capital allowances for year in excess of depreciation
4,462
1,247

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

Short-term timing difference leading to an increase (decrease) in taxation
(37,805)
-

Unrealised profit from joint ventures not taxable
(167,558)
(107,435)

Other differences leading to an increase (decrease) in the tax charge
(4,491)
25,899

Total tax charge for the year
1,129,013
1,294,961


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 38

 


 
FORMATION GROUP PLC


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023


12.


Tangible fixed assets


Group







Long-term leasehold property
Leasehold improve- ments
Plant and machinery
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 September 2022
-
57,118
141,777
288,689
54,251
541,835


Additions
5,765,000
-
51,145
773,704
-
6,589,849



At 31 August 2023

5,765,000
57,118
192,922
1,062,393
54,251
7,131,684



Depreciation


At 1 September 2022
-
24,750
46,994
32,135
50,777
154,656


Charge for the year on owned assets
-
5,712
46,124
59,151
1,668
112,655



At 31 August 2023

-
30,462
93,118
91,286
52,445
267,311



Net book value



At 31 August 2023
5,765,000
26,656
99,804
971,107
1,806
6,864,373



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

Page 39

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

           12.Tangible fixed assets (continued)


Company






Leasehold improve- ments

£

Cost or valuation


At 1 September 2022
57,116



At 31 August 2023

57,116



Depreciation


At 1 September 2022
24,750


Charge for the year on owned assets
5,712



At 31 August 2023

30,462



Net book value



At 31 August 2023
26,654



At 31 August 2022
32,366






Page 40

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

13.


Fixed asset investments

Group





Unlisted investments
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 September 2022
5,000,000
11,197,326
16,197,326


Additions
-
911,295
911,295



At 31 August 2023

5,000,000
12,108,621
17,108,621



Impairment


At 1 September 2022
5,000,000
-
5,000,000



At 31 August 2023

5,000,000
-
5,000,000



Net book value



At 31 August 2023
-
12,108,621
12,108,621



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

Page 41

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
Company





Investments in subsidiary companies
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 September 2022
20,007
5,000,000
10,000,000
15,020,007



At 31 August 2023

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



Impairment


At 1 September 2022
-
5,000,000
-
5,000,000



At 31 August 2023

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



Net book value



At 31 August 2023
20,007
-
10,000,000
10,020,007



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

Page 42

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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 43

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

14.


Investment property

Group and Company


Freehold investment property

£



Valuation


At 1 September 2022
275,000



At 31 August 2023
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.





15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
12,073,580
6,994,625
15,613
39,613

Other debtors
8,561,298
6,104,438
6,820,326
4,807,347

Prepayments and accrued income
1,341,441
840,195
16,956
25,327

Fair value gain on 34 Wembley Hill Road
4,542,448
3,872,216
4,542,448
3,872,216

26,518,767
17,811,474
11,395,343
8,744,503


Page 44

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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 £0.863m (2022: £0.736m). This project is completed.


16.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
14,351,339
9,575,379
2,575,674
4,487,499

14,351,339
9,575,379
2,575,674
4,487,499


Page 45

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
897,136
-
-
-

Trade creditors
8,419,418
4,926,789
3,556
6,816

Amounts owed to group undertakings
-
-
1,458,457
1,468,171

Corporation tax
2,105,522
1,106,262
15,670
-

Other taxation and social security
112,628
4,958
6,203
4,657

Other creditors
258,404
120,607
23,509
23,510

Accruals and deferred income
8,077,548
617,147
46,179
39,204

19,870,656
6,775,763
1,553,574
1,542,358



The following liabilities were secured:
Group
Group
2023
2022
£
£

Other loans
897,136
-

897,136
-

Details of security provided:

The other loan is secured by fixed charge on the leasehold property.

Page 46

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

18.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Other loans
3,102,864
-

3,102,864
-



The following liabilities were secured:
Group
Group
2023
2022
£
£


Other loans
3,102,864
-

3,102,864
-

Details of security provided:

The other loan is secured by fixed charge on the leasehold property.




19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Other loans
897,136
-

Amounts falling due 1-2 years

Other loans
1,059,222
-

Amounts falling due 2-5 years

Other loans
2,043,642
-


4,000,000
-


Page 47

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

20.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
4,542,448
3,872,216
4,542,448
3,872,216




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 48

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

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.


21.


Deferred taxation


Group



2023


£






At beginning of year
(821,928)


Charged to profit or loss
(129,753)



At end of year
(951,681)

Page 49

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
21.Deferred taxation (continued)

Company


2023


£






At beginning of year
(735,722)


Charged to profit or loss
(167,558)



At end of year
(903,280)

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(48,401)
(86,206)
-
-

Deferred tax on fair value movements
(903,280)
(735,722)
(903,280)
(735,722)

(951,681)
(821,928)
(903,280)
(735,722)


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



173,800,000 (2022 - 173,800,000) Ordinary shares of £0.05 each
8,690,000
8,690,000


Page 50

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

23.


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.


24.


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.


25.


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 £64,616 (2022 - £47,866). Contributions totalling £8,356 (2022 - £21) were payable to the fund at the reporting date and are included in creditors.

Page 51

 
FORMATION GROUP PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

26.


Commitments under operating leases

At 31 August 2023 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
2023
2022
2023
2022
£
£
£
£

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

Later than 1 year and not later than 5 years
81,000
192,659
81,000
108,000

Later than 5 years
-
18,000
-
18,000

108,000
268,444
108,000
153,000


27.


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 Bond Trust Limited, acting as a corporate trustee. The charge for the year was £37,496 (2022 - £30,785). The balance outstanding as at the year end is £7,696 (2022 - £nil).

Formation Group Plc leased premises from Columbia House Properties (No.6) Limited, a company ultimately controlled by Bond Trust Limited, acting as a corporate trustee. The charge for the year was £27,000 (2022 - £27,000). The balance outstanding as at 31 August 2023 is £nil (2022 £nil).

Included within debtors is a fair value gain of £4.542m (2022 - £3.872m) on the 34 Wembley Hill Road development that the company has with London (North) Properties Limited, a company ultimately controlled by Bond Trust Limited, acting as a corporate trustee. 

During the year, Formation Group Plc advanced €2.4m (2022 - €3.5m) to Market Equities Limited, a company ultimately controlled by Bond Trust Limited, acting as a corporate trustee. The balance outstanding as at the year end included in other debtors is £6.766m (2022 - £4.753m). 

During the year, Formation Group Plc purchased a commercial property from a company under common control for total consideration of £5.5m. The purchase was financed by a loan from the company under common control. The balance outstanding as the year end is £4m.

28.


Controlling party

The ultimate controlling party is Bond Trust Limited, acting as a corporate trustee.

 
Page 52