Company registration number 06158047 (England and Wales)
GREY MATTER LEARNING LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
PAGES FOR FILING WITH REGISTRAR
GREY MATTER LEARNING LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
GREY MATTER LEARNING LIMITED
BALANCE SHEET
AS AT
31 MARCH 2022
31 March 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
106,638
66,637
Tangible assets
4
3,967
5,289
110,605
71,926
Current assets
Debtors
5
456,875
104,408
Cash at bank and in hand
186,344
264,009
643,219
368,417
Creditors: amounts falling due within one year
6
(229,212)
(204,508)
Net current assets
414,007
163,909
Total assets less current liabilities
524,612
235,835
Creditors: amounts falling due after more than one year
7
(30,828)
(45,493)
Provisions for liabilities
(6,962)
(12,064)
Net assets
486,822
178,278
Capital and reserves
Called up share capital
8
90
90
Profit and loss reserves
486,732
178,188
Total equity
486,822
178,278
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 21 December 2022 and are signed on its behalf by:
Mr E Price
Director
Company Registration No. 06158047
GREY MATTER LEARNING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2020
90
184,326
184,416
Year ended 31 March 2021:
Profit and total comprehensive income for the year
-
70,757
70,757
Dividends
-
(75,000)
(75,000)
Own shares acquired
-
(1,895)
(1,895)
Balance at 31 March 2021
90
178,188
178,278
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
308,544
308,544
Balance at 31 March 2022
90
486,732
486,822
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
- 3 -
1
Accounting policies
Company information
Grey Matter Learning Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Switch House, Suite B2, First Floor, Northern Perimeter Road, Bootle, Liverpool, L30 7PT.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
-
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;
basis
of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
;
-
Section 26 ‘Share based Payment’
Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements
;
-
Section 33 ‘Related Party Disclosures’
Compensation for key management personnel
.
The immediate
UK
holding Company is Progress Group Holdings Limited, a Company registered in England & Wales. On
22
January
202
1
Progress Group Holdings Limited acquired the Company and consolidated financial statements are prepared, in which the Company is included. These financial statements can be obtained from Switch House Suite B2, First Floor Northern Perimeter Road, Bootle, United Kingdom, L30 7PT.
The ultimate worldwide holding company, from 3 July 2020, is Bankers Life Insurance Company, a company incorporated in United States of America, on its acquisition of Progress Group Holdings Limited.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that, with the support of its holding company, beneficial owner and main funder, the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
true
At 31 March 2022, the Company is in an overall profitable position with adequate cash reserves an
d an increasing list of recurring revenues
. After making enquiries, the Directors have a reasonable expectation that the
Company has adequate access to financial resources from its group undertakings to continue in
existence for the foreseeable future. The group has greater than 12 months of a facility agreement
remaining
,
enabling it to be able to deliver its business
plan.
1.3
Turnover
Revenue is recognised by the
C
ompany in respect of the provision of
Social Care e-leaning
and is recognised prior to completion of the course, exclusive of Value Added Tax.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
4 years straight line
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in
profit
or
loss
, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method 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.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 7 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than
pounds sterling
are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
6
7
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 8 -
3
Intangible fixed assets
Other
£
Cost
At 1 April 2021
145,702
Additions
89,093
At 31 March 2022
234,795
Amortisation and impairment
At 1 April 2021
79,065
Amortisation charged for the year
49,092
At 31 March 2022
128,157
Carrying amount
At 31 March 2022
106,638
At 31 March 2021
66,637
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2021 and 31 March 2022
47,026
Depreciation and impairment
At 1 April 2021
41,737
Depreciation charged in the year
1,322
At 31 March 2022
43,059
Carrying amount
At 31 March 2022
3,967
At 31 March 2021
5,289
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 9 -
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
70,993
68,903
Corporation tax recoverable
31,813
31,813
Amounts owed by group undertakings
336,342
Other debtors
17,727
3,692
456,875
104,408
6
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
9,727
4,507
Trade creditors
22,427
11,446
Amounts owed to group undertakings
6,000
22
Taxation and social security
55,120
79,422
Other creditors
135,938
109,111
229,212
204,508
The Company has given security to its ultimate beneficial owner Bankers Life Insurance Company by way of a fixed and floating charge over all freehold, leasehold or immoveable property, as well as trademarks, to which the Company had at the date of instrument or may subsequently acquire.
Amounts owed to group undertakings are interest free and payable on demand.
Included within other creditors is £704 (2021: £502) in respect of outstanding pension contributions.
7
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
30,828
45,493
Bank loans
due within and over one year
totalling £40,555
(2021: £45,493)
are in relation to the
Bounce Back Loan Scheme (BBLS). The
original
£
5
0,000 loan
is unsecured and did
not need to
be
repaid for the first 12 months
, the loan is due to be
repaid
over
five
years with the last repayment due in
2026
.
The
loan incurs
interest of
2
.
50
% per annum
with the first year interest covered by the UK government in the form of a Business Interruption Payment
.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 10 -
8
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
90
90
90
90
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Christine Wilson and the auditor was MHA Moore and Smalley.
10
Financial commitments, guarantees and contingent liabilities
The company is party to a cross guarantee with its parent and fellow subsidiary undertakings, which is secured as a first fixed charge over all real property and a floating charge over all property and undertaking of the company.
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
12
Related party transactions
The Company has taken advantage of the exemption within FRS 102 paragraph 33.1A regarding disclosing transactions with group Companies.
13
Directors' transactions
Dividends totalling £0 (2021 - £75,000) were paid in the year in respect of shares held by the company's directors. These directors are no longer directors of the Company after its acquisition by Progress Group Holdings Limited on 22 January 2021.
GREY MATTER LEARNING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 11 -
14
Parent company
The ultimate holding company is Bankers Life Insurance Company, a company incorporated in United Sates of America. The immediate
UK
holding Company is Progress Group Holdings Limited, a Company registered in England & Wales.
On
22
January
202
1
Progress Group Holdings Limited acquired the Company and consolidated financial statements are prepared, in which the Company is included. These financial statements can be obtained from Switch House Suite B2, First Floor Northern Perimeter Road, Bootle, United Kingdom, L30 7PT.
2022-03-31
2021-04-01
false
21 December 2022
CCH Software
CCH Accounts Production 2022.300
No description of principal activity
This audit opinion is unqualified
Mr E Price
Ms J Worthington
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