Essential Learning Company Limited Company Accounts
Essential Learning Company Limited Company Accounts
COMPANY REGISTRATION NUMBER:
04171904
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Financial Statements |
Year ended 31 March 2018
Contents |
Page |
Officers and professional advisers |
1 |
Director's report |
2 |
Independent auditor's report to the members |
4 |
Statement of comprehensive income |
7 |
Statement of financial position |
8 |
Statement of changes in equity |
9 |
Notes to the financial statements |
10 |
The following pages do not form part of the financial statements
Detailed income statement |
17 |
Notes to the detailed income statement |
18 |
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Officers and Professional Advisers |
The board of directors |
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Registered office |
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Auditor |
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Chartered accountant & statutory auditor |
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1325A Stratford Road |
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Hall Green |
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Birmingham |
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West Midlands |
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England |
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B28 9HH |
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Bankers |
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7-9 Fountain Place |
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Poynton |
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Stockport |
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SK12 1QX |
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Place of business |
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200a Market Street |
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Hyde |
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SK14 1HB |
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Director's Report |
Year ended 31 March 2018
The director presents his report and the financial statements of the company for the year ended
31 March 2018
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Directors
The directors who served the company during the year were as follows:
Mr A Hasoon
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(Appointed
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Ms Lally
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(Retired
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Ms Gutteridge
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(Retired
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Mr C Bateman
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(Served from 1 April 2017 to 2 June 2017)
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Director's responsibilities statement
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
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so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
Small company provisions
This report was approved by the board of directors on
20 September 2018
and signed on behalf of the board by:
Mr A Hasoon
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Director |
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Registered office: |
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Independent Auditor's Report to the Members of
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Year ended 31 March 2018
Opinion
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: - the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or - the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the
company's ability to
continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
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 director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
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the director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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(Senior Statutory Auditor) |
For and on behalf of |
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Chartered accountant & statutory auditor |
1325A Stratford Road |
Hall Green |
Birmingham |
West Midlands |
England |
B28 9HH |
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Statement of Comprehensive Income |
Year ended 31 March 2018
Period from |
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Year to |
1 May 16 to |
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31 Mar 18 |
31 Mar 17 |
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Note |
£ |
£ |
Turnover |
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Cost of sales |
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--------- |
--------- |
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Gross profit |
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Administrative expenses |
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------------ |
--------- |
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Operating loss |
(
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(
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Interest payable and similar expenses |
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------------ |
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Loss before taxation |
6 |
(
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(
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Tax on loss |
(
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(
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--------- |
--------- |
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Loss for the financial year and total comprehensive income |
(
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(
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--------- |
--------- |
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All the activities of the company are from continuing operations.
The company has no other recognised items of income and expenses other than the results for the year as set out above.
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Statement of Financial Position |
2018 |
2017 |
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Note |
£ |
£ |
£ |
Fixed assets
Tangible assets |
7 |
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Current assets
Debtors |
8 |
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Cash at bank and in hand |
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Creditors: amounts falling due within one year |
9 |
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Net current (liabilities)/assets |
(
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--------- |
-------- |
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Total assets less current liabilities |
(
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Provisions
Taxation including deferred tax |
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Accruals and deferred income |
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--------- |
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Net liabilities |
(
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(
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Capital and reserves
Called up share capital |
11 |
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Profit and loss account |
(
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(
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--------- |
-------- |
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Shareholders deficit |
(
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(
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These financial statements were approved by the
board of directors
and authorised for issue on
20 September 2018
, and are signed on behalf of the board by:
Mr A Hasoon
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Director |
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Company registration number:
04171904
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Statement of Changes in Equity |
Year ended 31 March 2018
Called up share capital |
Profit and loss account |
Total |
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£ |
£ |
£ |
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At 1 May 2016 |
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Loss for the year |
(
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(
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---- |
--------- |
--------- |
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Total comprehensive income for the year |
– |
(
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(
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At 31 March 2017 |
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(
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(
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Loss for the year |
(
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(
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Total comprehensive income for the year |
– |
(
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(
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Issue of shares |
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– |
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---- |
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Total investments by and distributions to owners |
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– |
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------- |
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At 31 March 2018 |
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(
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(
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------- |
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Notes to the Financial Statements |
Year ended 31 March 2018
1.
General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 4th Floor 94-96 Wigmore Street, London, W1U 3RF.
2.
Statement of compliance
3.
Accounting policies
Basis of preparation
Length of accounting period
The financial statements for 31 March 2018 cover a 12 months period. The previous financial statements covered an 11 month period, 1 May 2016 to 31 March 2017, to bring the year end in line with the group. Therefore, they are not comparable.
Going concern
Revenue recognition
Income tax
Tangible assets
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Leasehold property improvements |
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Fixtures and fittings |
- |
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Impairment of fixed assets
Provisions
Defined contribution plans
4.
Auditor's remuneration
Period from |
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Year to |
1 May 16 to |
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31 Mar 18 |
31 Mar 17 |
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£ |
£ |
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Fees payable for the audit of the financial statements |
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------- |
------- |
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5.
Employee numbers
The average number of persons employed by the company during the year amounted to
42
(2017:
37
).
6.
Profit before taxation
Loss before taxation is stated after charging:
Period from |
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Year to |
1 May 16 to |
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31 Mar 18 |
31 Mar 17 |
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£ |
£ |
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Depreciation of tangible assets |
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------- |
------- |
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7.
Tangible assets
Land and buildings |
Fixtures and fittings |
Total |
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£ |
£ |
£ |
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Cost |
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At 1 April 2017 |
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Additions |
– |
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At 31 March 2018 |
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-------- |
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Depreciation |
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At 1 April 2017 |
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Charge for the year |
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-------- |
-------- |
-------- |
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At 31 March 2018 |
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Carrying amount |
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At 31 March 2018 |
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At 31 March 2017 |
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8.
Debtors
2018 |
2017 |
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£ |
£ |
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Trade debtors |
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Other debtors |
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--------- |
--------- |
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9.
Creditors:
amounts falling due within one year
2018 |
2017 |
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£ |
£ |
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Bank loans and overdrafts |
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Trade creditors |
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Secured loan |
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– |
Amounts owed to group undertakings |
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– |
Unsecured loan notes |
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– |
Corporation tax |
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– |
Social security and other taxes |
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Other creditors |
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Wages control account |
63,194 |
(44) |
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10.
Securities
The company hold a debenture with Select Invoice Finance Limited dated 18 April 2017. Included in other creditors is £367,220 owed to Select Invoice Finance Limited as at 31 March 2018.
There are unsecured loan notes of £10,000 per each of 5 investors at 2.25% interest. The £50,000 plus interest is repayable by 27 June 2018.
11.
Called up share capital
Issued, called up and fully paid
2018 |
2017 |
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No. |
£ |
No. |
£ |
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1,000 |
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2 |
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Share movements
No. |
£ |
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At 1 April 2017 |
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2 |
Issue of shares |
998 |
998 |
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------- |
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At 31 March 2018 |
1,000 |
1,000 |
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------- |
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988 ordinary shares were issued on 23 May 2017 at par.
Milamber Ventures Plc acquired 100% share capital on 19 December 2017 at par.
12.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2018 |
2017 |
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£ |
£ |
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Not later than 1 year |
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Later than 1 year and not later than 5 years |
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--------- |
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13.
Related party transactions
During the period, the company was provided with interest free loans totalling £nil (2017: £
180,000
) from Primus Care Plc
, the parent company until 1 November 2016. Upon the sale of the company the balance owed to Primus Care Plc amounted to £178,171 which was written off in full in 2017. As at the period end, the balance owed to Primus Care Plc was £nil (2017: £nil). During the period, the company was provided with an interest free loan of £49,260 (2017: £ 7,500
) from Gravity Investment Group Limited, the parent company for the period 1 November 2016 until 19 December 2017. Upon the sale of the company the balance owed to Gravity Investment Group Limited amounted to £56,760 which was written off in full. As at the period end, the balance owed to Gravity Investment Group Limited was £nil (2017: £7,500). During the period, the company was charged for the provision of staff amounting to £nil (2017: £ 57,933
) by Elate Training Limited
, a company that was a subsidiary of Primus Care Plc. At the period end, the balance owed to Elate Training Limited amounted to £nil (2017: £ 19,914
). During the period, the company was provided with an interest free loan of £118,809 (2017: £nil) from Milamber Ventures Plc, the parent company for the period from 19 December 2017. As at the period end, the balance owed to Milamber Ventures Plc was £118,809 (2017: £nil). During the period, the company paid management charges to Milamber Ventures Plc of £135,000
.
14.
Controlling party
The ultimate controlling party was Gravity Investment Group Limited until 19.12.17 when the company was sold to
Milamber Ventures PLC.
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Management Information |
Year ended 31 March 2018
The following pages do not form part of the financial statements.
|
Detailed Income Statement |
Year ended 31 March 2018
Period from |
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Year to |
1 May 16 to |
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31 Mar 18 |
31 Mar 17 |
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£ |
£ |
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Turnover |
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Cost of sales
Learner costs |
233 |
2,988 |
Registration fees |
59,602 |
94,267 |
Course material costs |
10,440 |
2,313 |
-------- |
-------- |
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70,275 |
99,568 |
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--------- |
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Gross profit |
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Overheads
Administrative expenses |
1,443,858 |
949,898 |
------------ |
--------- |
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Operating loss |
(
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(
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Interest payable and similar expenses |
(13,137) |
(151) |
--------- |
--------- |
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Loss before taxation |
(646,023) |
(173,956) |
--------- |
--------- |
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Notes to the Detailed Income Statement |
Year ended 31 March 2018
Period from |
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Year to |
1 May 16 to |
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31 Mar 18 |
31 Mar 17 |
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£ |
£ |
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Administrative expenses
Directors salaries |
129,438 |
123,494 |
Directors national insurance contributions |
14,073 |
14,221 |
Wages and salaries |
771,300 |
592,944 |
Contractor fees |
75,778 |
89,262 |
Employers national insurance contributions |
49,477 |
40,121 |
Staff pension contributions - defined contribution |
4,980 |
707 |
Rent |
41,533 |
48,434 |
Rates and water |
15,176 |
15,830 |
Light and heat |
5,592 |
6,523 |
Insurance |
4,508 |
2,110 |
Repairs and maintenance (allowable) |
2,144 |
9,187 |
Cleaning costs |
582 |
1,007 |
Travel and subsistence |
3,692 |
59,094 |
Hire costs (non-operating leases) |
– |
1,734 |
Telephone |
24,990 |
21,831 |
Computer costs |
31,282 |
32,666 |
Printing postage and stationery |
8,979 |
11,700 |
Training courses and reference material |
480 |
– |
General expenses |
3,758 |
720 |
Subscriptions |
275 |
576 |
Irrecoverable VAT |
33,116 |
18,243 |
Advertising |
– |
3,148 |
Entertaining |
– |
1,530 |
Management charges payable |
135,000 |
– |
Legal and professional fees (allowable) |
23,108 |
12,494 |
Consultancy fees |
34,500 |
– |
Accountancy fees |
5,061 |
4,186 |
Auditors remuneration |
4,350 |
4,350 |
Depreciation |
6,852 |
7,360 |
Bad debts written off |
– |
700 |
Loan written off |
(76,674) |
(178,171) |
Factoring charges |
86,548 |
2,484 |
Bank charges |
3,960 |
1,413 |
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1,443,858 |
949,898 |
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Interest payable and similar expenses
Interest on bank loans and overdrafts |
13,137 |
151 |
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