Malvern
International
Plc
Annual Report and
Accounts
2024
Contents
Overview
Highlights
1
Strategic report
Chairman’s statement
3
At a glance
4
Our services
6
Operating review
8
Our strategy
10
Our markets
12
Spotlight on Juniors
14
Business model
16
Spotlight on University of East London Partnership
18
Key performance indicators
20
Financial review
22
Risk management and principal risks
23
Stakeholder engagement
25
Corporate governance
Board of Directors and Executive Management Team
28
Chairman’s corporate governance statement
32
Directors’ report
35
Nomination and Remuneration Committee report
38
Audit and Risk Management Committee report
41
Financial statements
Independent Auditor’s report
43
Consolidated statement of comprehensive income
48
Consolidated and Company statement
of financial position
49
Consolidated statement of changes in equity
51
Company statement of changes in equity
52
Consolidated statement of cash flows
53
Company statement of cash flows
54
Notes to the financial statements
55
Company information
80
Visit our website for further information
https://www.malverninternational.com
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
1
“We continue to grow student
numbers in the Pathways and
Juniors businesses. Students
are achieving high levels
of attainment, and we are
receiving positive feedback
on student satisfaction. Our
investments in 2024 to leverage
our success with the University
of East London (“UEL”)
have resulted in two new
partnerships and a pipeline of
new opportunities. With both
international study centres
due to welcome students from
September 2025, we will see a
period of forward investment,
as we prepare to grow
international student numbers,
creating a significantly larger
organisation.”
Richard Mace
Chief Executive Officer
Highlights
Malvern International is a learning and
language skills development partner.
Courses are delivered at schools in London
and Manchester, and at partner campuses.
Our purpose is to provide students from around the world
with opportunities to reach their full potential via access to
transformational learning, teaching and support.
2023
2024
2022
Agents’ commission
Sale of services
0.94
3.81
1.82
0.18
1.89
5.39
Higher Education revenue (£m)
2023
2022
2024
Brighton revenue
Sale of services
0.67
3.11
2.52
0.64
3.32
Adult ELT revenue (£m)
2023
2022
2024
6.03
1.32
3.72
ELT Juniors revenue (£m)
* Underlying numbers exclude the results of the closed Brighton school, the charge for warrants and
share-based payments, and the write-back of an historical loan. Refer to note 11 for more details.
Highlights
• Underlying revenue, excluding agent commission income,
increased 38.4% to £14.74m (2023: £10.65m); Statutory revenue,
excluding agent commission income, for the year was £14.74m
(2023: £11.32m)
• Underlying operating profit for the year was £0.22m (2023: £0.51m),
with strong performance from Higher Education and Juniors
• Underlying loss for the year was £0.13m (2023 profit: £0.15m), resulting
in an Underlying loss per share of 0.53 pence (2023 profit: 0.60 pence)
with key contributors to the loss being underperforming Adult English
Language Training (“ELT”) and forward investment associated with
securing new Pathways contracts
• The Statutory loss before tax for the year was £0.15m (2023 loss:
£0.14m)
• Group debt reduced from £2.24m to £1.86m in 2024 due to
improved cash flows with the remaining balance expected to
reduce monthly across 2025
• Continued investment in people, sales and marketing,
compliance, and admissions to support future growth
2 Malvern International Plc Annual Report and Accounts 2024
Strategic
report
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
3
Our early investments in expanding sales teams and
appointing key senior leaders, while maintaining high
standards in education and student support, delivered
strong top line growth in the Pathways and Juniors
businesses. However, the combination of underperformance
in Adult ELT and forward investment in securing new
Pathways contracts contributed to the loss in 2024.
In Pathways, we saw student growth at UEL in 2024,
solidifying its position as one of the UK’s largest International
Study Centres. Negotiations regarding a new long-term
contract with the University of East London (UEL) are
progressing at a senior level. In the interim, UEL have
confirmed our continued delivery for the September 2025
intake, and we expect the formal agreement for the
2025/26 academic year to be signed shortly. Following the
year end, our strategy to expand University Partnerships
has progressed with the addition of two new partners: the
University of Wolverhampton and the University of Cumbria.
Both universities will welcome international students from
September 2025, requiring further investment in our sales
and support functions. Importantly, these partnerships
allow us to collect a portion of course fees before delivery.
As both contracts are delivered on campus, we have no
property commitments, ensuring they will be cash flow
positive from year one and are expected to contribute
to Group profits from FY2026. We have ambitious student
targets and expect these partnerships to significantly
enhance long-term performance.
In ELT, Juniors had a strong summer season with year-on-
year growth. However, the Adult segment faced tough
competition, price reductions, and declining student weeks.
With low barriers to entry, high fixed property costs, and
limited repeat business, our strategy for Adults is under review.
With excellent feedback from our 2024 Junior programme,
we are well positioned to expand, adding new centres
and offering both ELT and academic programmes beyond
London and outside the summer peak season. In 2025, we
will add three new Juniors centres, bringing the total to
eleven, and with existing capacity, we are targeting further
revenue growth from this division.
Going forward, we are focused on improving utilisation
across both fixed (Adult ELT) and temporary (Juniors)
centres to enhance overall ELT performance. We are
in discussions with centre providers to secure multi-year
contracts for Juniors programmes, ensuring long-term
stability.
For Pathways, we have an established pipeline of
opportunities for the coming years and are in discussions
about additional partnerships. However, our primary focus
for 2025 is successfully delivering our first student cohorts in
September, building our partnership with UEL, and ensuring
we have the necessary resources to provide exceptional
service and outstanding experiences for international
students.
We are building a high-quality team that is successfully
delivering on our strategy. I would like to take this
opportunity to thank our staff for their professionalism,
commitment, and dedication to the business.
In conclusion, we are pleased with our progress in
creating a much more significant business. While the
Board continues to evaluate its approach to Adult ELT,
our growth in student numbers and centres is driving
positive momentum. Early bookings for the summer peak
season are strong, and our two new long-term contracts
demonstrate that we are meeting market demand, with a
strong pipeline of further opportunities.
Finally, our ability to collect cash upfront is enhancing cash
flow stability, enabling us to self-finance the investments
needed to achieve our growth plans.
Mark Elliott
Chairman
9 May 2025
Chairman’s statement
“We are successfully executing our
strategy to build a significant business.
While the Board continues to evaluate
its approach to Adult ELT, our growth
in student numbers and centres is
driving positive momentum.”
Mark Elliott, Chairman
Global education.
Personal success.
At Malvern International, we believe
in the transformative power of
education, empowering students
with the language, academic, and
professional skills to achieve their
ambitions. Through effective university
partnerships, innovative learning, and a
supportive global community, we create
opportunities for success in education,
careers, and personal development.
We offer international students essential
academic and English language
skills, cultural experiences, and the
support they need to thrive in their
academic studies, daily life and career
development.
4 Malvern International Plc Annual Report and Accounts 2024
At a glance
* Since foundation.
50,000+
students trained*
120+
nationalities taught*
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
5
Higher Education and
University Partnerships
English Language
Training
We partner with established universities to provide
on- and off-campus Pathways programmes,
preparing international students to join UK
universities for undergraduate and postgraduate
degrees.
Depending on our partnership arrangements,
we can provide universities with various services,
including international student recruitment,
education, student support, admissions and
orientation.
Our courses include Undergraduate foundation
and pre-masters programmes in:
•
Business and management
•
Accounting and finance
•
Humanities and social science
•
Engineering and science
•
International Year One
•
In-sessional and pre-sessional courses
Adults: British Council accredited and English
UK registered ELT at our permanent schools in
London and Manchester offering general English,
English for Professionals, and exam preparation
for International English Language Testing System
("IELTS").
Juniors: Under the Language in Action brand, we
host English language and cultural experiences
for secondary school students. These are fully
immersive, one or two-week residential camps and
bespoke group programmes for 13 to 18-year-olds.
Courses are generally focused on improving
English language skills, with some offering
enhanced academic camps. They are held in
various locations in London, with one centre
outside the capital. Programmes typically occur
over the summer, with some “off-season” courses
coinciding with international academic holidays.
See page 13 for more information
Supporting the growth
of the UEL International
Study Centre since 2019.
See page 18 for more
information.
Malvern House
London
New International
Study Centre opening
September 2025
New International
College opening
September 2025
Accreditations and memberships
University Partnerships
MEMBER
Student recruitment
Our global agent network remains the backbone of our
recruitment strategy, with strong coverage across key
ELT and Higher Education markets and clear growth
opportunities ahead. In 2024, we continued to expand our
network, building our presence in undeserved markets.
Additionally, our UK-based and regional sales teams
participate in and organise numerous student recruitment
events and roadshows throughout the year, with support
from the Marketing Department.
Admissions and compliance
The Admissions and Compliance Department is vital in
managing student enrolments, ensuring compliance
with regulatory requirements, and supporting our overall
recruitment strategy.
The team is responsible for efficiently managing leads and
improving conversion rates by providing timely responses
to enquiries and guiding prospective students through
each stage of the admissions process. Working closely with
marketing and recruitment teams, the team ensures a
seamless transition from initial enquiry to enrolment.
Compliance remains a key priority, with rigorous processes
in place to meet visa regulations and university partner
requirements. The department maintains high standards in
student verification, pre-Confirmation of Acceptance for
Studies ("CAS") checks, and document processing. These
measures support student success and safeguard the
integrity of our admissions pipeline.
Student orientation, support and
pastoral care
We prioritise student welfare through dedicated, trained
staff, ensuring comprehensive support and safeguarding.
Recognising the importance of Junior student care, we
have made substantial investments in their wellbeing,
safety, and security, which the British Council has
recognised as “excellent.”
Our student services team delivers a structured orientation
programme to help students integrate academically and
socially.
Before arrival, students receive essential information on
courses, accommodation, and life in the UK. Upon arrival,
induction sessions introduce them to campus facilities,
academic expectations, visa compliance, and key support
services. To foster a sense of community, we organise
activities that help students connect and adjust alongside
workshops promoting academic and personal growth.
This holistic approach enhances student satisfaction and
ensures a positive learning experience.
Our services
6 Malvern International Plc Annual Report and Accounts 2024
Teaching and cultural engagement
We currently employ 50 teaching staff in HE and 25 in our
ELT divisions, excluding temporary staff employed during
peak season for Juniors and Adult ELT.
We recognise that in a world where easy access to English
language content is readily available, the experiential
element of studying in the UK is an increasingly important
driver for students. We aim to ensure that English is a living
tool for interaction, personal growth, and cultural discovery
throughout their stay.
Teachers lead adult student excursions, integrating
language learning with cultural experiences. The
academic syllabus and cultural visits are fully integrated
for Juniors, combining classroom activities and real-world
immersion. From 2025, dedicated tour guides will join
the Juniors team, enhancing student engagement and
welfare during off-site activities.
Student attainment and progression
For Pathways students, our student services team tracks
progress and ensures smooth transitions to university study.
By monitoring attendance, assessments, and feedback,
we identify students needing support and provide early
intervention through tutoring, academic counselling, and
pastoral care. To further strengthen university readiness, we
provide tailored modules that develop essential academic
skills alongside dedicated university application guidance.
Close collaboration with university partners ensures that
students meet progression requirements. Through these
efforts, we enable students to transition seamlessly to higher
education, supporting student success and our University
Partnerships.
At our English schools, we have a structured approach to
progression monitoring to ensure that student development
is tracked. Before starting, all students complete an Online
English Test and a speaking assessment. Biweekly progress
tests allow continuous evaluation and personalised
guidance. At course completion, students receive a
certificate reflecting their level, formally recognising their
progress.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
7
Operating review
8 Malvern International Plc Annual Report and Accounts 2024
Higher Education and University
Pathways
The student intake at the International Study Centre at the
UEL for September 2024 was 489, a 9% increase from the
previous year’s 447. In 2024, we achieved a 42% increase
in revenue, net of agent commission, which passes directly
to our agents, and currently have c. 1,000 international
students enrolled at UEL.
Students continue to achieve high levels of attainment and
satisfaction, and we are continuing our discussions with UEL
regarding a potential longer-term contract.
We were delighted to announce two new partnerships
post year end with the University of Wolverhampton and
the University of Cumbria to expand the universities’
international Pathways and pre-masters programmes for
international students in preparation for undergraduate
and post-graduate degrees. With ambitious growth targets
we are aiming to reach over 650 international students
annually across both universities within five years.
English Language Training ("ELT")
In ELT, the Juniors division saw another strong summer
season with £6.03m revenue from 3,405 students running
across eight centres (FY2023: 2,478 students, £3.72m
revenue and five centres).
Adult ELT tuition fee revenue, excluding agents’
commission, decreased approximately 10% to c. £1.69m
(FY2023: £1.88m) as a result of price competition leading
to a reduction in course fees and student weeks in the
year-round schools. Despite investments in our sales
function to increase student numbers and take market
share, Adult ELT continues to face tough competition and
a high fixed-cost base.
In addition, the industry is still some way off recovering
to pre COVID-19 levels (currently 71%). The increase in
employers’ national insurance contributions from April
will further impact operating margins in the business. The
Board remains committed to Adult ELT since it shares many
resources and sales structures with Juniors and provides
the education accreditations required for Juniors and
Pathways. However, the Board also recognises that it must
operate from a lower cost base to remain viable. The
Board is reviewing all options to restore profitability to Adult
ELT operations.
Our people
We continue to invest in our teams, bringing in the
resources and building a senior leadership team that
supports our growth ambitions.
In 2024, we employed 127 members of permanent staff,
made up of 61 academic staff and 66 support, sales,
and leadership staff. During the peak summer period, this
increased by over 50 academic and 40 operation staff.
In the first half, we expanded our sales team with key
appointments and welcomed a new Marketing Director,
Maya Frost, to strengthen sales and recruitment efforts.
In November, we appointed James Findley as Chief
Operating Officer. With a strong background in admissions,
resource management, and process optimisation,
James is leading the Group’s strategic operations to
drive sustainable growth and innovation. His focus
is on delivering meaningful learning experiences for
international students while ensuring seamless operations
that enhance student experiences and support long-term
success.
To support our growing team, we promoted Kelly McGrath
to Head of HR. We remain committed to a “right people,
right place, right time” approach, ensuring we have the
talent needed to drive success. Additionally, we have
implemented a robust Talent and Succession process,
fostering long-term career growth and development in a
positive, rewarding, and innovative work environment.
“Our investments in 2024 have resulted
in two new University Partnerships and
we have an established
pipeline of new opportunities in
Pathways and Juniors.”
Richard Mace, Chief Executive Officer
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
9
Financial and student administration
We continue to strengthen and streamline our
administrative function. Our admissions and compliance
department plays a vital role in managing student
conversion and enrolments, ensuring compliance with
regulatory requirements, and supporting our recruitment
strategy. We maintained high UK visa acceptance rates,
reflecting strong quality control in university recruitment
and applications.
In 2025, we are investing in new student management
software to uphold high standards as application volumes
grow. Additionally, we are committed to supporting high
student attainment levels by closely monitoring academic
progress and ensuring students meet the requirements
to progress to their prospective degrees. This is essential
for the long-term success of our partnerships and
attractiveness of universities to international students.
To achieve this, our centre administrative staff provide
both academic and pastoral support, maintaining regular
contact with students and implementing early intervention
when needed.
Sales and marketing
We created a new Pathways marketing team in
2024, hiring a Marketing Manager and a Marketing
Executive. During the year, the team refreshed the
Group’s marketing strategy. The team was responsible
for Malvern’s attendance and involvement at over 100
student recruitment events and roadshows across all
key regions and has been instrumental in the growth in
student numbers.
Outlook
University Pathways continues to grow, with January’s
intake substantially higher than the previous year at
495 students (January 2024: 319, January 2023: 245 students,
January 2022: 80 students). With c. 1,000 students studying
on courses for the 2024/25 academic year, UEL is now one
of the largest international study centres in the UK.
Our investments in 2024 to leverage our success with
UEL have resulted in two new partnerships and we have
an established pipeline of new opportunities. With both
international study centres due to welcome students from
September 2025, we will see a period of forward investment.
Both partnerships enable a large proportion of course fees
to be collected before course delivery each academic
year. Therefore, we expect the partnerships to be cash flow
positive in 2025, and contribute to profits from FY2026. We
aim to grow international student numbers sustainably at
both universities, creating a significantly larger organisation.
In Juniors, we are now taking bookings and will be running
eleven centres in 2025, compared to eight in 2024. This
includes our first Easter programme and one academic
programme to be held at University College London during
the summer. These two new programmes align with our
strategy to build out-of-season revenues and extend our
geographic reach. Our focus for 2025 is to improve centre
utilisation across all three divisions.
Against this backdrop, we are focused on delivering
increasing revenues and consistent, sustainable profits from
long term contracts.
Richard Mace
Chief Executive Officer
9 May 2025
10 Malvern International Plc Annual Report and Accounts 2024
Our strategy
We grow our revenue by
increasing the number of
international students we recruit
and teach, and the time they
spend with us.
Objectives
• Leverage our success with UEL to
secure new Pathways partnerships
with higher education institutions
• Enhance our value proposition to
potential partners
• Improve student experience and
conversion from application to
enrolment
• Optimise our assets to ensure
maximum capacity is reached at
our centres and programmes
• Develop our agent base while
maintaining quality
• Increase direct sales by
enhancing our digital presence
and lead acquisition strategies
• Build a scalable, multi-site
university admissions and
compliance function to service
existing and future partnerships as
a stand-alone service
This is a key priority. The Group
is focused on strengthening its
financial position together with
revenue and profit growth.
Objectives
• Repay debt to release cash and
boost profits
• Improve cash balances
• Apply strong expenditure controls
• Improve reporting and analytics
Grow revenue through
existing business streams
Drive financial
performance
1
2
As a global learning
As a global learning
and skills development
and skills development
partner, the Group’s vision
partner, the Group’s vision
is to invest in and develop
is to invest in and develop
its operating businesses
its operating businesses
in the education sector,
in the education sector,
to establish centres of
to establish centres of
excellence, and to deliver
excellence, and to deliver
long-term revenue and
long-term revenue and
profit growth
profit growth. .
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
11
We see growth opportunities
in developing new education
products and experiences, through
organic expansion in our existing
settings and exploring new centres
to add to our current footprint.
Objectives
• Expanding subject and product
mix based on market insights,
trends and partner specialisms
• Offer more than just education,
including cultural experiences
• Work closely with agents and
university partners to understand
demand and needs
• Provide university partners with
key market insights
• Enhancing student experience.
Offering more than just education,
such as providing pastoral care,
cultural experiences, orientation,
accommodation, and ongoing
support to international students
• Responding in an agile way
to students, agents, and
partner requirements. Create
an industry-leading student
onboarding journey with
offers, payment solutions, and
communications
We develop and engage with
our people to offer long-term
and rewarding careers and meet
the expectations of our students
and partners.
Objectives
• Offer competitive pay, terms and
conditions, rewards and benefits
• Have a positive, supportive work
culture linked to our values
• Recruit talent who are aligned
to our values to ensure long-term
commitments
• Apply communication strategies
to enhance employee
engagement
• Develop initiatives to gain
“Employer of Choice”
accreditation to retain and
attract top talent
• Offer talent and leadership
programmes, and provide skills
training to allow staff to progress
• Establish organisation-wide best
practices for team performance
management, oversight, and
support linked to behaviours and
key success indicators
By building trust with
stakeholders and enhancing our
reputation as a quality education
provider we are able to attract
and retain students and secure
partnerships.
Objectives
• Maintain strong academic
outcomes and attainment levels
• Gain and maintain relevant
accreditations, quality assurance,
and pass compliance audits for
each business unit
• Invest in high-quality environments
in our schools where students can
maximise their potential
• Select high-quality settings for
Juniors courses
• Provide a seamless and
responsive student experience
from first enquiry through to
completion of a course
• Enhance non-academic provision
for students such as student
support, accommodation and
pastoral care
• Set consistent service-level
agreements to partners and
agents
Ensure a high-performance
culture for our people
Enhance our reputation as a
trusted education brand
3
5
4
Evolve our services to meet
the changing needs of our
students and partners
12 Malvern International Plc Annual Report and Accounts 2024
Our markets
The UK remains the second most popular
study destination for international students
after the US. The international education
market in the UK can be broadly categorised
into two segments: Higher Education and
English Language Training ("ELT"). Both
sectors have promising long-term growth
prospects.
The Government’s UK International Education Strategy
("IES") aims to enrol 600,000 IHE students each year and
increase education exports to £35 bn per year by 2030.
The UK has met its international student number ambition
for two years running and is on track to meet the export
ambition by 2030.
The Government recognises that achieving its 2030
revenue target requires an average annual increase of
3% in education exports. Key to meeting this target is the
expansion of IHE at the UK’s prestigious institutions and
universities, along with supporting all education sub-
sectors including ELT and the Juniors market.
IHE is a growing market in the UK with Government-set
student population and revenue targets. The sector is
supported by the Government in the form of student
visas, which aim to make studying in the UK attractive to
international students. UK graduates have the right to stay
in the UK to work for two years once they have completed
a UK higher education qualification (Bachelors or Masters
degree) and three years if they have completed a PhD.
Malvern’s sales and marketing strategy focuses on the
recruitment of non-European students, which in 2022/23
made up over 85% of total IHE students in the UK (see
Chart 1). The Company targets the largest and fastest
growing student sending markets, including China, India,
and Nigeria. These three countries account for 60% of
non-European students (2022/23: 58%). We also attract a
high number of Nepalese students, positive testimony to
investment in our office presence in the country.
International Higher Education ("IHE")
All data above is based on the most up-to-date industry data available.
Sources:
•
HESA, Higher Education Student Statistics: UK, 2022/23 – Where students come from and go to study
•
BONARD, Quarterly Intelligence Cohort, Executive Summary 2023 and 2024 prepared on behalf of English UK for Q1, Q2, Q3, & Q4
•
English UK, 2023
•
HM Government International Education Strategy: global potential, global growth, March 2019
•
HM Government International Education Strategy, 2023 progress update
Non-European Union
European Union
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
2022/23
2021/22
2020/21
2019/20
2018/19
2017/18
Chart 1: IHE student enrolments – all UK universities
0
50,000
100,000
150,000
200,000
2022/23
2021/22
2020/21
2019/20
2018/19
2017/18
China
India
Nigeria
Pakistan
Bangladesh
Chart 2: IHE student enrolments – all UK universities
The ELT market comprises two segments: adult courses
and junior provision in the form of summer camps. Market
research typically groups these two audiences together,
despite their differing recruitment strategies and business
models. Both segments experience peak seasons during
the summer months, but adult ELT is more evenly spread
throughout the year. Adult students average stay for
5.4 weeks compared to 1.8 weeks for Juniors, highlighting the
predominance of two-week ELT camps for younger students.
The recovery of ELT student numbers in the UK since the
pandemic remains slow, reaching 71% of 2019 levels in 2024
(2023: 73%). This sluggish return is attributed to changes in
visa policies, economic factors, and increased competition
from destinations such as the US and Ireland. In recent
years, the UK ELT industry has moved further towards Juniors,
accounting for 61% of UK ELT students and 35% of student
weeks. This trend is likely to continue in the coming years.
2025 bookings for adult ELT remain a similar level to 2024,
but with growth expected from Juniors as we add more
programmes. See page 14 for more information on our
growth plans.
Our focus for adult ELT is to ensure we maximise our schools’
utilisation, through pricing and marketing strategies. A
longstanding challenge in the UK ELT market is that students
from key source markets are improving their English
proficiency through own-country English-language teaching.
To remain competitive and to demonstrate the value of
studying English in the UK to younger students, Malvern
continues to invest in developing specialised academic
education programmes tailored to core sending markets.
The UK International Education Strategy recognises the
pivotal role UK ELT plays in international trade-led activities.
The Department for International Trade and the British
Council support this through their networks to promote and
support ELT overseas, in collaboration with English UK, of
which Malvern is a member.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
13
English Language Training ("ELT")
0
20
40
60
80
100
2023
2022
2021
2020
2019
Junior weeks
Adult weeks
Chart 3: Market share and historic trend – all UK ELT
providers
0
200,000
400,000
600,000
800,000
1,000,000
2024
2023
2022
2021
2020
2019
Chart 4: ELT student weeks recovery since 2019
Figures relate to a like-for-like basis which is based on data from 119 reporting centres.
Spotlight on Juniors
Our junior programmes and summer camps are designed
to immerse students in vibrant, central locations in London
and across the UK. They foster new friendships, inspire
growth, and make learning English a truly enriching
experience. Celebrating its 10th anniversary this year,
LiA is continuing to evolve, regularly ranking among the
UK top ten providers, and bucking sector trends to show
substantial growth.
Growth ambitions
LiA has achieved considerable growth from 2022 to 2024.
During this period, it has evolved from being a base for
Italian government-sponsored students in London to a
fully international summer camp operator. In 2024 we
delivered revenue £6.03m from c. 7,000 student weeks
and substantially improved our nationality mix.
We see a substantial opportunity for further growth.
In recent years, the UK ELT industry has moved further
towards Juniors, which now accounts for 60% of UK ELT
student weeks, and this trend is likely to continue in the
coming years.
We are in a strong position to capitalise on this growth by:
1. Expanding the number of centres we operate
2. Offering a broader range of locations across the UK
outside of London
3. Diversifying our products to include academic and
junior leadership programmes in addition to ELT
4. Targeting under-represented nationalities in our
student mix compared to the wider market via our own
sales team and extensive agent network
5. Seeking multi-year agreements with our university
partners
6. Investing in our LiA team to support our ambitious
growth
In 2025, we have secured ten summer centres and one
spring centre targeting 9,000+ student weeks. Our goal is
to grow this to around 12,500 student weeks in 2027 across
up to 14 centres, positioning LiA as an industry-leading
provider of highly impactful junior programmes.
Our first junior leadership and academic programmes
will launch in spring 2025. “Global Futures” is a major
milestone in the development of LiA and will extend
beyond the summer language camp market to
academic and career focused families. As such, the
department is being reshaped as a year-round operation
that will enable growth and programme enhancement
with the addition of two operations and one full-time
academic role.
Growth since 2022
2022
2023
2024
Student weeks
1,960
5,062
6,851
Student numbers
975
2,478
3,405
Number of centres
2
4
8
Number of nationalities
6
6
13
Revenue
£1.35m
£3.72m
£6.03m
Expanding nationality mix
Since 2019, we have diversified our student nationality
base from 95% Italian-sponsored students to 63%. In
2024, Asia accounted for 25% of our students, with strong
representation from mainland China and Taiwan, where
we have established a solid market presence through
key partnerships. The MENA region also saw growth,
particularly from Saudi Arabia.
With footholds in new territories, we have opportunities
to further expand our student demographics in Latin
America, Europe (excluding Italy), Turkey, and Central
Asia while strengthening our position in China to ensure
repeat business.
14 Malvern International Plc Annual Report and Accounts 2024
Operating under the Language in
Action (LiA) brand, our Juniors division
is dedicated to providing inspiring and
unforgettable educational experiences
for young learners. We offer a range of
dynamic programmes that not only teach
English but also empower students to grow
personally and academically.
What we offer
Courses for all levels
Language courses for all levels are designed in
conjunction with excursions so students can further their
language development in real-world situations. We are
introducing academic programmes, combining STEM
subjects with ELT.
Excellent teaching and student support
Our team are experts in what they do and are on hand
to ensure student experiences run smoothly. We integrate
UK culture into class experiences and focus on improving
speaking confidence.
Range of locations
We offer three styles of centres including city, campus
and university experiences. Students can experience
living and studying in some of the UK’s most prestigious
universities and residencies.
Budget to premium packages
Our programmes offer a range of accommodation
options, premium packages and budget options, from
single en-suite to shared apartments.
Excursions
We provide high-quality excursion schedules led by tour
guides, with half-day, full-day, and evening activities. We
ensure that each outing is engaging and aligned with
class objectives and learning goals.
Student welfare and 24-hour care
We focus on safety and wellbeing and take extra care
to ensure the best measures are in place to support and
safeguard our students. We provide the whole package
including transfers, accommodation, catering and
sporting activities.
Locations
•
Colindale Campus
•
Middlesex University
•
Wembley Campus
•
Tottenham Hale Village Centre
•
University of London, Parry Hall Centre
•
University of London, Garden Hall Centre
•
University College London Campus,
Bloomsbury
•
University of Westminster, Marylebone
Campus
•
University of East London – Docklands
Campus
•
Dalton-Ellis Hall, University of Manchester
•
Oundle School, Peterborough
3,405
students in 2024
15
hours per week in-class
tuition and excursion
programme
8-19
year olds
12-18
students per class
c.7,000
student weeks
in 2024
2
weeks
typical length of
camp
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
15
We are a student-centred organisation, putting the needs
and academic progression of our students first. In doing so,
our business is able to thrive, providing new opportunities
to form partnerships, employment and career opportunities,
and delivering value to our investors.
Business model
16 Malvern International Plc Annual Report and Accounts 2024
People
The Group counts over 127 members
of permanent staff, made up of
61 academic staff and 66 support, sales
and leadership staff. During the ELT peak
summer period, we employ 50 extra
academic and 57 operational staff.
Premises
Malvern’s education centres provide a
high-quality focus points for our student
body.
Technology
Malvern has made significant
investments in our admissions and
compliance systems to enhance
the end-to-end student journey. Our
more robust infrastructure – featuring
endpoint technology and API
integrations – now enables seamless
transitions to university partners, while
strengthening data management
and information accuracy across the
process.
Financial investment
Access to the capital markets enables
the Group to grow the business through
internal investment on new products,
new locations, and acquisitions.
Underpinned by
A strong culture of
innovation and efficiency
with no compromise to the
quality of education.
Targeting profitable
markets while maintaining
student nationality mix.
Group inputs
What we offer
Excellent quality, accredited education
Malvern’s success and growth is reliant on maintaining
its reputation as a quality educator. All our staff have
access to training and development and we continually
look for ways to improve our educational services.
Flexibility for students
Malvern’s courses are available in multiple locations
giving students access to a variety of experiences during
their learning. Students can choose the time they commit
to their education, whether it is part-time, full-time or
evening classes.
Sustainable growth in student numbers
The Group aims to grow its student body organically
by building its reputation as a quality educator,
expanding its product offering, acquiring established
complementary education business, and providing an
unrivalled student experience.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
17
Stakeholder outcomes
Varied courses and high-
quality and results-driven
teaching.
Embedded quality control
processes, formalised risk
management, and strong IT
infrastructure.
Long-term partnerships
The Group continually improves and expands the
range of products and services offered directly or in
collaboration with its partners, including universities,
corporate customers and accreditors. Its partnerships
with regional distribution and sales agent networks are
key to student recruitment.
An inclusive community
Many of Malvern’s students are living and learning in
a foreign country. They rely on Malvern to help find
accommodation, organise outings, and social events,
and to make the most of their cultural experience.
Malvern education centres act as a social, support, and
information hub for students and staff bodies.
Strong cost control
The Group maintains tight cost controls across all its
operations to ensure efficient use of the resources
available.
Students
We create value for students by
offering them qualifications and
language skills that support them
throughout their lives. We are
strongly student-centred, ensuring
continued progression in learning.
Partners
Our education products and
services are an important
student recruitment tool for our
partners and expand their own
geographic reach. We support
students so that they are better
prepared and have the right
qualifications and skills to embark
on their chosen courses.
Shareholders
Our aim is to deliver long-term
shareholder value through capital
gain and, in time, through the
payment of dividends.
Staff
We offer long-term career
opportunities for our staff in
a rewarding and innovative
environment.
Spotlight on University of
East London partnership
The success in our partnership and the growth in the size
of UEL ISC can be attributed to our continuous investment
in recruitment, marketing, and delivery, ensuring both
expansion and positive student outcomes. This includes:
• Developing Pathways programmes in response to
market demand
• Regularly reviewing and benchmarking entry
requirements to align market demand, compliance,
and university expectations
• Leveraging the size and scope of our Global
Recruitment Team and agent network, providing
access to a broader range of agents than UEL works
with directly
• Maintaining a strong collaborative approach between
Malvern International, the UEL International Office,
UEL’s Academic Partnership Office, and academic
schools
• Employing dedicated admissions and compliance staff
who work closely with university counterparts
• Conducting brand-building activities on behalf of UEL
in key source markets
• Ensuring fast response times and efficient application
processing
• Delivering an excellent student experience with
dedicated support from ISC staff throughout the
academic year
Focus on quality recruitment
Our global, quality-assured agent network significantly
expands recruitment beyond the university’s existing
agent network.
All agents undergo a rigorous due diligence process
and receive regular training on Pathways programmes
at the ISC and in-market through the through the Global
Recruitment Team. Our teams participate in hundreds of
recruitment activities annually, actively promoting UEL’s
strengths and career-focused proposition across key
source markets.
Prospective students seeking entry into UEL’s programmes
require a high level of engagement and assurance
throughout the admissions process. Our experienced
team is well-equipped to manage this applicant funnel,
handling high volumes of queries and taking a hands-
on approach to guide students through admissions and
compliance. This includes continuous engagement
with students across multiple platforms throughout the
applicant pipeline.
As student numbers have grown, we have expanded
our team to support recruitment efforts and ensure fast
turnaround times for applications.
360° support
Once students arrive at UEL, we provide a comprehensive
range of support services, including:
• Focused small-group teaching – Classes of 25 students
or fewer for a more personalised learning experience
• Increased student contact time – Up to 24 hours of
teaching per week over extended terms
• Regular tutorial and academic support meetings – Our
teaching team is on-site to provide ongoing guidance
• Dedicated academic support – Real-time attendance
tracking and tailored course-related activities
• Progression and attainment tracking – Ensuring
students stay on course to achieve their academic
goals
• Non-academic student services – Including
orientation and individualised pastoral care for
students facing challenges
18 Malvern International Plc Annual Report and Accounts 2024
The UEL International Study Centre ("ISC") has reached 980 students in the 2024/25
academic year. Since we began working with UEL in 2019 we have consistently
invested in our partnership. We have established relationships across the university,
invested in our sales and marketing teams to support recruitment goals, and ensured
that progression to the university’s substantive programmes are met. As a result, we
have over-achieved against recruitment targets and have established an ISC that is
amongst the largest in the UK.
2024/25
2023/24
2022/23
2021/22
2020/21
2019/20
2018/19
980
13
85
170
116
761
464
Our success
Student enrolments
Routes to the
University of
East London
Students can qualify for entry to an undergraduate or
postgraduate degree at UEL depending on what Pathways
programme is right for them.
A Pathways programme can help students enter a
chosen degree by bridging the gap between their current
academic and English language qualifications and
the knowledge needed for their degree.
STRATEGIC REPORT
OVERVIEW
Pathways
options:
Complete high school studies or equivalent
Complete undergraduate
degree or equivalent
Progress to an undergraduate
degree
Year 1 of your chosen subject.
Progress to the second year of
an undergraduate degree
Year 2 of your chosen subject.
Progress to a
postgraduate degree
Start your masters programme.
Graduate from university and start a career.
Year 2
Year 3
Year 3
International Year One
For entry to the second
year of an undergraduate
degree.
Pre-Masters
For entry to the first year of a
postgraduate degree.
Business
Business
(2 semesters)
Engineering
Hospitality
Management
Computer Science
Business and
Management
Humanities and Social
Science
Humanities
(2 semesters)
English and Research
Skills (1 semester)
Engineering, Computing
and Science
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
19
International Foundation
Programme
For entry to the first year of
an undergraduate degree.
20 Malvern International Plc Annual Report and Accounts 2024
Key performance indicators
Performance: Statutory revenue, excluding agent
commission income, increased 38.4% year on
year. The strongest performing areas of the Group
continues to be HE and Juniors.
Performance: The Underlying loss for the year was
£0.13m (2023 profit: £0.15m). The growth of HE
and Juniors are currently the drivers of profitability.
Underperforming Adult ELT and forward investment
associated with securing new Pathways contracts
were the key contributors to the loss in 2024.
Financial KPIs
Financial KPIs are presented as Underlying and Statutory. Underlying excludes the impact of revaluation of warrants
and share-based payments, and all of Brighton’s revenue and costs. For a breakdown of these Non-Underlying items,
please see note 11 for more details.
Performance: Strong revenue performance from
HE and Juniors delivered an Underlying operating
profit of £0.22m (2023: £0.51m).
Performance: The Statutory loss per share is
calculated using weighted average number
of shares in issue during the period of 2,442,400
(2023: 2,442,400). The Underlying loss per share was
0.53 p (2023 profit: 0.60 p).
Revenue (£m)
Profit/(loss) year (£m)
Operating profit/(loss) (£m)
Profit/(loss) per share (pence)
2023
2022
2021
2024
Statutory revenue excluding agent commission income
Underlying revenue excluding agent commission
2.41
2.27
6.34
5.70
10.65
11.32
14.74 14.74
2023
2022
2021
2024
Statutory profit/(loss)
Underlying profit/(loss)
-1.59
-1.08
-1.07
-0.15
-0.13
-0.16
0.15
-1.43
2023
2022
2021
2024
Statutory profit/(loss) per share
Underlying profit/(loss) per share
-7.60
-4.95 -4.88
0.60
-0.59
-0.53
-0.59
-8.49
0.05
2023
2022
2021
2024
Statutory operating profit/(loss)
Underlying operating profit/(loss)
-1.32
-1.17
-0.79 -0.79
0.22
0.21
0.51
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
21
Non-fiinancial KPIs*
Performance: The growth in ELT numbers was due to a strong performance in Juniors, offset by a decline in Adult
ELT. University Pathways saw another significant increase in numbers, reflecting Malvern’s success with the UEL
Partnership.
Total number of weeks delivered to students who undergo a minimum of ten hours per week including in-class
and online courses. This metric is relevant to ELT students only.
Performance: The average number of student weeks for ELT fell year on year reflecting an increase in Juniors
student numbers, who typically stay for two-week programmes, and a fall in Adult ELT numbers who typically
attend courses for four weeks or more.
Student numbers
Student weeks
2023
2022
2021
2024
2023
2022
2021
2024
2023
2022
2021
2024
Adult
University Pathways
Juniors
975
2,478
3,405
Nil
500
1,023
794
144
311
1,893
1,998
1,566
2023
2022
2021
2024
2023
2022
2021
2024
Adult
Juniors
15,457
10,916
15,668
5,388
6,851
1,960
5,062
Nil
* Includes Brighton.
22 Malvern International Plc Annual Report and Accounts 2024
Financial performance
Underlying revenue, excluding agent commission income,
increased 38.4% to £14.74m (2023: £10.65m). Statutory
revenue for the year was £14.74m (2023: £11.32m).
The strongest performing areas of the Group continues
to be Higher Education (HE) and Juniors. Strong revenue
performance from this section of the Group delivered an
Underlying operating profit of £0.22m (2023: £0.51m).
The Underlying loss for the year was £0.13m (2023 profit:
£0.15m), resulting in an Underlying loss per share of
0.53 pence (2023 profit: 0.60 pence). The growth of
HE and Juniors are currently the drivers of profitability.
Student numbers increased 28.7% in the 2024/25 HE
academic year driving up profits from this part of the
Group. Underperforming Adult ELT and forward investment
associated with securing new Pathways contracts were
the key contributors to the loss in 2024. Despite investments
in our sales function to increase student numbers and take
market share, Adult ELT continues to face tough competition
and a high fixed-cost base.
The Statutory loss for the year was £0.15m (2023 loss: £0.16m).
A favourable warrants revaluation (£0.06m) was offset by
Non-Underlying costs of finalising the closure of Malvern
House Brighton, share-based payments, and ongoing
staff restructuring costs across the Group, which together
amounted to £0.07m.
Operating costs
Group Underlying salaries and benefits increased in 2024
to £3.89m (2023: £2.69m). This rise can be attributed to
forward investment (£0.3m) in staffing in line with the
Group’s strategy to secure new HE partners and grow
student numbers at existing partners. The significant
increase in Juniors revenue also resulted in increased
delivery costs, including £0.29m in increased centre staff
costs. In addition, market challenges around cost of
living, salary expectations and staff retention, have also
contributed to a rise in our wage bill.
Group Underlying other operating expenses increased to
£2.77m in 2024 (2023: £2.04m). A significant proportion of
this increase can be attributed to the investment (£0.28m)
in growing the Pathways division. This included legal fees
incurred in developing and negotiating new university
Pathways contracts, consultants used to accelerate work
on winning the new partnerships and exploring the US
market, accreditation costs, new systems and website
improvements. Travel costs also increased, £0.22m.
This spend is having a direct contribution to rising revenues.
In-person meetings and events with agents remains a key
component to growing student numbers. Travel spend is
also important to unlock new markets to diversify our student
nationality mix – which is a strategic aim of the Group.
Total Statutory operating expenses were £6.71m
(2023: £5.19m).
Consolidated Statement of Financial
Position
We continue to make incremental improvements on the
Consolidated Statement of Financial Position. Top line
revenue growth has translated to an improved cash position.
A true representation of this improvement was evidenced
during the year when the Group’s BOOST&Co. debt was
reduced from £2.24m to £1.86m in 2024. We expect to
continue to reduce this balance monthly across 2025.
In addition, we continue to reduce the only remaining
historical supplier balance from the COVID-19 years – the
London rent arrears. In total, £0.09m was paid in 2024,
leaving a remaining balance of £0.18m, to be cleared on
an agreed payment plan by the end of 2026.
The cash balance at the end of the financial year was
£1.39m (2023: £2.20m) – of which £0.91m is payable by
the Group for summer accommodation costs due to late
invoicing. We continue to manage expenditure tightly.
Cash flow is anticipated to improve in 2025 when we begin
collecting fees directly from the students under the new
Pathways partnership agreements.
Daniel Fisher
Chief Financial Officer
9 May 2025
Financial review
“We continue to make incremental
improvements to the balance sheet.
Top line revenue growth has translated
to an improved cash position. Cash
flow is anticipated to improve in 2025
when we begin collecting fees directly
from the students under the new
Pathways partnership agreements.”
Daniel Fisher, Chief Financial Officer
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
23
Risk management and principal risks
To effectively manage risk, the Group maintains a risk register. The risk register serves as a
centralised repository documenting all identified risks and the strategies and controls for
mitigation. The register allows for ongoing monitoring and review of risks, ensuring proactive
measures are in place to mitigate their impact.
Risk review and
principal risks
Board
All members of the Board are provided with a copy of the risk register.
The register is reviewed in detail at least annually and updated as and when
necessary, taking into consideration the nature of risks and the sufficiency of
controls.
Risk management
and internal controls
The Audit and
Risk Management
Committee ("ARMC")
The Audit and Risk Management Committee reports to the Board and is
responsible for reviewing each business area to monitor the effectiveness of
risk management and internal financial controls.
Specific financial risks, including those related to foreign currency,
interest rates, liquidity, and credit, are evaluated in detail as part of the
annual audit.
Risk register
CFO
The CFO maintains a risk register for the Group that identifies key risks
categorised into corporate strategy, financial, clients, staff, environmental,
and investment community.
Within each category, the risks are:
• Rated based on likelihood and impact
• Assigned to a specific individual or department responsible for
management
• Subject to controls and mitigation measures
Risk identification
Executive
Management Team
The Group’s risk register is maintained in consultation with the executive
management team and the Directors.
Staff are regularly reminded to report, anonymously or otherwise, any risks or
threats they perceive in the business’s operations.
Description
Mitigation
Financial exposures
Risk level: High
The Group faces a number of financial
exposures which could potentially impact future
operations such as credit risk primarily in respect
of its trade receivables, reliance on a small
number of customers, margin pressures, currency
movements in key markets, and liquidity.
In the last two years, the Group has strengthened its financial systems around
cash collection processes, including cash flow forecasts and credit checks.
Sales reports and financial performance are reviewed at monthly management
meetings. The Group has access to borrowing facilities and fundraising activities.
These might be attractive in certain circumstances to provide additional working
capital and fund growth opportunities.
The Group is diversifying its student and customer base, through new University
Partnerships and a broader sales and agent network.
Regulatory and compliance changes
Risk level: Medium
From time to time, Malvern is subject to
regulatory changes and enforcement, which
can have a significant impact to the Group
through diminished student enrolments.
The Board is mindful that its partners and
governing bodies can potentially withdraw
accreditation if the Company does not meet
the required standards.
Certain staff and third parties have access to
market or price sensitive information for which
early or untimely release could have a material
impact on contract negotiations and/or
reputation of the Company.
Management regularly assess exposures in each territory and for each product
offering, and takes advice from immigration solicitors specialising in education
providers to make adjustments.
The Company ensures it has the correct accreditations in place in order to
operate. A register of accreditations and renewal dates is maintained.
An ongoing programme of internal assessment is carried out to ensure the Group
maintains standards in an “always-ready” approach for planned and un-planned
assessments by governing bodies. Each centre has an individual responsible for
quality assurance.
Staff members are regularly appraised of what information is in the public domain
and what constitutes price-sensitive information. All staff and third parties where
appropriate are subject to confidentiality and non-disclosure agreements.
24 Malvern International Plc Annual Report and Accounts 2024
Description
Mitigation
Competition and commercial changes
Risk level: Medium
The Group faces the risk of strong short-
term competition in the form of intermittent
price discounting, loss of major customers to
competition, and loss of key staff due to a
competitive labour market.
The management closely monitors forward bookings to identify any changes
to anticipated sales and monitors competitor pricing, in order to adjust its own
pricing and remain competitive.
The Group has a strong focus on adding value and reducing costs to customers.
Team succession plans are in place and remuneration packages are reviewed
regularly to support staff retention.
Reputational risks
Risk level: Low
Maintaining Malvern’s reputation as a quality
education provider is vital to the success of the
Company. A loss in confidence from accreditors,
partners, and customers could have an
immediate and profound impact on the business
and its ability to recruit and retain staff.
The Board ensures it has the required accreditation and licences to operate (see
above for regulatory and compliance changes).
The Group has clear policies on responsible and ethical behaviour and has a
zero-tolerance policy on corruption and bribery. These policies are displayed in
every school and online.
The Group provides induction training and regular training to all staff.
The Group has clear incident management and crisis management strategies
and procedures.
The Group has clear student safeguarding procedures and provides pastoral
care. Staff with direct student contact undergo necessary safeguarding training
and DBS checks.
Occupational health, safety and wellbeing
Risk level: Medium
Student or staff members are injured in one of
our working environments or when under our
care.
Risk assessments are undertaken for all working environments. The Group has an
accident and incident reporting and investigation process in place. Changes to
procedures are communicated and training is carried out regularly.
Operational risks
Risk level: Medium
The Group collects, maintains, transmits and
stores data about its students and employees,
including personally identifiable information.
However, the Group’s security measures may
not detect or prevent all attempts to breach
such security measures and protocols. A breach
of such security measures and protocols could
result in third parties gaining unauthorised
access to customer and/or employee data
stored by the Group, which could expose the
Group to litigation, regulatory action and other
potential issues.
The Group has a data protection policy and limits the access of users to sensitive
information. Group IT is managed by a dedicated IT support company which also
manages cyber security. The management will be reviewing its cyber security
action plan in 2024.
Risk management and principal risks continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
25
Stakeholder engagement
The Board is collectively responsible for the decisions made
towards the long-term success of the Company and how
the strategic, operational, and risk management decisions
have been implemented throughout the business is
detailed in this Strategic Report.
The Company’s main stakeholders are identified in the
business model on page 16, being staff (employees),
students (customers), partners (either customers or joint
venture partners) and shareholders.
We value the feedback we receive from our stakeholders
and we take every opportunity to ensure that where
possible their wishes are duly considered in the Company’s
decision making, and the formulation of its strategy.
Key activities and decisions in 2024 to meet stakeholder
expectations:
• Updated our reporting processes to ensure alignment
with the QCA Code 2023 in our FY2024 report
• Embraced early adoption relating to voting on the
re-election of all Directors annually and on Directors’
remuneration at the 2024 AGM
• Evolved our people strategy with the following actions:
• A succession plan was developed in the first quarter
of 2024 to follow the deployment of the Company’s
talent plan
• Training needs and personal development plans
were developed and budgeted
• The Executive Management Team received soft
skills training and membership to professional bodies
provided at the Company’s expense to ensure the
development of key personnel
• Conducted a staff engagement survey and introduced
a process of action planning and communicating
responses and actions on a quarterly basis
• Enhanced our social activities with the appointment of
Corporate Social Responsibility Champions at each site
to drive activities, and introduced trackers to monitor
progress
• Engaged with existing and potential university
partners, securing two additional University Partnerships
post year end
• Expanded our agent network, focusing on underserved
regions
Staff
As an educational services business, Malvern’s strength
derives from its employees’ commitment, capability,
and cultural diversity. The Company adopts a diversity
policy at all levels, including candidate selection, role
assignment, and individual career development. The
Company encourages the participation of all employees
in the operation and development of the business by
offering open access to senior management, including the
Executive Directors, and through regular communications
including road shows and the intranet.
An HR-led staff engagement survey provides staff
feedback. This survey involves action planning and
communicating “you said, we did” actions on a quarterly
basis. The Company’s reward and recognition scheme also
supports staff feedback and performance recognition.
Group policies are regularly reviewed and updated,
communicated to all staff, and easily accessed via the
Company intranet.
The Group incentivises employees through share-based
incentives and the payment of bonuses and commissions
linked to performance objectives. Where appropriate,
these objectives are linked to profitability.
We continue to focus on enhancing our colleagues’ personal
development, with performance appraisals leading to a
training needs analysis for our each staff member.
The Executive Management Team (see page 30) is
charged with driving the delivery of our strategy as set out
on page 10.
The Nomination and Remuneration Committee oversees
and recommends executive remuneration and any
long-term share-based incentives. The Board encourages
management to improve employee engagement and
provide necessary training so that employees can use their
skills in the relevant areas of the business.
Students
Our purpose, mission, and values place our students at
the heart of all of our operations, and their success is key
to our future strategic developments. We proactively seek
student feedback around every aspect of our operations,
including regular surveys and informal discussions with
individuals and groups of students.
26 Malvern International Plc Annual Report and Accounts 2024
26 Malvern International Plc Annual Report and Accounts 2024
We integrate this continual informal feedback with more
formal mechanisms, such as student representative groups
and course committees and similar forums in our University
Partnerships. We report back to our students as to how their
views have informed developments within our centres via
regular two-way dialogue, and ensure the closeness of
relationships between staff and students continues to be
identified within accreditation and inspection reports as a
strength within Malvern.
Partners
The Board acknowledges that a strong business relationship
with partners, customers, and agents is a vital part of our
growth strategy. These relationships are informed by our
interactions with our students as detailed above.
Within our student recruitment function, we are in
continuous contact with our agent and sponsor partners.
We arrange to meet with key partners on a regular basis,
and take part in industry events to help facilitate joint
discussions.
We are members of a range of educational organisations,
such as English UK, where we meet with peers and discuss
areas of common concern and key developments for our
business. We are looking to expand our reach in terms of
partner organisations to help realise our strategic goals.
Within our University Partnerships division, we continue to
solidify joint governance and management arrangements
with our partners. We continue to participate in regular
joint operations meetings covering China, admissions,
space, student performance, and recruitment. These
meetings will ensure that recruitment, admissions and
compliance are working efficiently to maximise student
numbers, progression and to ensure a quality student
experience. Our meetings ensure alignment between our
role as a service provider and UEL’s goals, and enable us
to discuss opportunities and challenges collectively.
Whilst day-to-day business operations are delegated to the
Executive Management Team, the Board sets directions
with regard to new business ventures and initiatives.
Suppliers
The Board upholds ethical business behaviour across the
Group and encourages management to seek comparable
business practices from all suppliers doing business with the
Company. For more information please see the Corporate
social responsibility section on pages 36-37.
Community
The Board recognises its responsibility towards the
community and environment, and it is Group policy to be
a good corporate citizen wherever it operates.
The Group adopts a proactive approach towards
community education-driven initiatives, particularly where
they involve the education of those less fortunate. The
Group is currently involved with Refu-Aid, offering free
language courses to refugees.
More detail can be found in the Corporate social
responsibility section in this report on pages 36-37.
Shareholders and debtholders
The Board places equal importance on all investors and
recognises the significance of transparent and effective
communications. As an AIM listed company we are
required to provide fair and balanced information in
a way that is understandable to all stakeholders and
particularly our shareholders, with clear information on the
Group’s activity, strategy and financial position. Details of
how the Company communicates with its shareholders
can be found in the Chairman’s Corporate Governance
Statement on page 32.
Stakeholder engagement continued
Corporate
governance
27
28 Malvern International Plc Annual Report and Accounts 2024
Board of Directors and
Executive Management Team
The Board of Directors
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budget, and corporate actions.
Date of appointment: 1 July 2019
Mark is a Chartered Accountant who has had a long
executive career in the education, technology, and
corporate finance sectors, including finance and
management roles operating in Europe, the USA, and
South Africa. He has extensive AIM experience having
brought two technology companies to the market
together with associated fund raises. He brings with him
a strong knowledge in governance, public markets, and
investor relations.
External appointments: Chairman of AIM listed Journeo
Plc and trustee of two charities, the Clockmakers’ Charity,
and the Metropolitan Drinking Fountain and Cattle Trough
Association.
Committees: Audit and Risk (Chairman) and Nomination
and Remuneration
Date of appointment: 30 June 2020
Richard Mace was formerly the co-owner of the
Communicate School of English, Manchester which he
co-founded in 2013 before it was acquired in July 2018 by
Malvern. He was responsible for overseeing year-on-year
growth in the business in terms of student numbers,
revenue, and EBITDA. In addition he successfully built a
well-trusted brand, established an international B2B sales
agency network, set up digital marketing strategies,
introduced and developed IT systems, and successfully
gained British Council and Independent Schools
Inspectorate accreditations.
Prior to founding Communicate, Richard worked in
telecoms for large organisations such as Vodafone.
Mark Elliott
Non-Executive Chairman
Richard Mace
Chief Executive Officer
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
29
Date of appointment: 1 October 2019
Alan has over 30 years’ experience in the information
systems industry, including working in a senior capacity in
the development of the Ministry of Defence’s Information
System Strategy and then as a senior sales manager
and adviser to a number of major software and systems
integration companies. He is the founder and Managing
Director of Ultris Limited, a niche software and services
organisation operating in the confidential government
sector. In addition, he was appointed as an independent
Non-Executive Director at Ideagen Plc when it listed in July
2012 at a market capitalisation of £13m and was a Board
member chairing the audit and remuneration committees
until the company was acquired by HG Capital for £1.3bn
in July 2022. He was also a non-executive director at Goal
Group Limited, a private UK listed company. Alan was
voted Non-Executive Director of the year in the May 2019
Money Week Mello awards.
External appointments: Ultris Limited
Committees: Nomination and Remuneration (Chairman)
and Audit and Risk
Date of appointment: 6 December 2021
Daniel Fisher was appointed to the Board of Directors
having worked as Malvern’s Head of Finance since
January 2021. Before joining Malvern, Daniel held a
number of financial leadership roles including European
Financial Controller of Newell Brands plc, Group Financial
Controller of QANTM Intellectual Property Ltd., and Head
of Finance/ Financial Controller of FPA Patent Attorneys
Pty. In addition to leading an SME in Australia through a
successful IPO as Head of Finance, Daniel’s listed company
experience at group level also includes management of
audits for a multinational SME and merger and acquisition
transactions.
Daniel attends Audit and Risk Committee meetings by
invitation.
Daniel Fisher
Chief Financial Officer
Alan Carroll
Non-Executive Director
30 Malvern International Plc Annual Report and Accounts 2024
Board of Directors and Executive Management Team continued
Stephen Harvey is
responsible for growing
Malvern’s global network
of University and Higher
Education partnerships.
With 40 years of successful
teaching, research, policy,
governance and senior
management experience
in the global education
sectors, Stephen has
held the positions of
Non-Executive Director at
Sannam S4, Founder and
Global Managing Director
of Cambridge Education
Group’s ONCAMPUS Higher
Education Pathways Division,
Head of Higher Education
Advisory Services at KPMG
UK, Project Manager UK
Government Department
for Education Strategy
and Innovation Unit, and
UK Managing Director
of Study Group. He is
currently a Trustee of
Cumberland Lodge.
Appointed in November
2024, James Findley leads
strategic operations,
driving growth, efficiency,
and the development of
new education centres.
With a strong background
in admissions, resource
management and process
optimisation, he ensures
seamless operations
that enhance student
experiences and drive
long-term success.
Previously, James held
senior roles at Cambridge
Education Group and
Coventry University,
spearheading operational
improvements, scaling
new learning centres, and
implementing strategies
to enhance student
recruitment and retention.
He holds an Executive
MBA from the University of
Birmingham and a Law with
Criminology degree from
the University of Derby. A
Chartered Manager Fellow
(CMgr FCMI), he is also
certified in PRINCE2 project
management and NEBOSH
health and safety.
In addition to the CEO and
CFO, the EMT consists of
senior members of Malvern’s
management team, who all
have significant experience
working in the international
education sector and are
charged with delivering the
Group strategy as set out on
page 12.
The EMT is dedicated to help
drive the strategic growth
of the organisation with
an unwavering focus on
delivering quality education
and student experience. With
a clear vision and mission
to continue to change the
lives of international students
through the power of
education, the EMT works to
ensure that quality curricula,
teaching and partnerships are
central to every aspect of the
business.
The EMT is in daily
communication and
meets formally fortnightly
to discuss progress against
set objectives, raise any
concerns and potential risks
to the business, and discuss
business development and
performance against internal
budgets. Any material
concerns are raised and
communicated to the Board
and, where necessary, are
discussed at scheduled
Board meetings.
To facilitate the execution
of the Group Strategy, staff
accountable for Malvern’s
business divisions and
functional areas hold Monthly
Business Review (MBR)
meetings, involving staff from
each area, to report and
review progress being made
and key developments.
Stephen Harvey
Chief Development Officer
James Findley
Chief Operating
Officer
Ashleigh is responsible for
nurturing and developing
new University Partnerships
and leads an inspiring
team responsible for
student recruitment to our
university partners. Working
closely with university
partners to realise their
internationalisation goals,
Ashleigh has developed
strong partnerships
that advocate for
the opportunities that
international education
provides our students.
As part of her remit,
Ashleigh develops and
operationalises recruitment
strategy, working cross
functionally with colleagues
at Malvern and our university
partners to ensure that
recruitment targets are
achieved and we build
sustainable recruitment
pipelines. Ashleigh joined
Malvern International in 2020
and has a previous track
record of success at INTO
University Partnerships and
the University of Bradford.
Ashleigh Veres
Senior Director, University
Recruitment and Partnerships
Executive Management Team (“EMT”)
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
31
Kelly has over 15 years
of HR experience and
is a Member of the
Chartered Institute of
Personnel Development.
She is responsible for the
development and delivery
of the People Strategy. Kelly
works with the Executive
Team to define and
deliver business growth
plans. A true HR generalist
and People Partner, Kelly
gained experience within
the Manufacturing and
Aerospace industries
before making the move to
education and supports all
areas of the business, but
is particularly passionate
about people development
and engagement.
Maya joined us in 2024 as
Marketing Director, bringing
a wealth of expertise to
redefine our marketing
strategy. With a sharp focus
on our priorities in Pathways
and ELT, she is driving brand
enhancement and market
expansion to fuel our growth
ambitions.
With over 17 years of
experience in marketing
– specialising in digital
strategy – Maya has
held key roles at leading
organisations, including
Cambridge Education
Group and the British
Council. A recognised
leader in international
marketing and the
Higher Education sector,
she has spearheaded
award-winning campaigns
such as the Study UK
campaign, which generated
hundreds of millions of
pounds in revenue. Her
strategic vision and proven
track record position her
as a key force in elevating
our brand and impact on a
global scale.
Maya Frost
Marketing Director
Kelly McGrath
MCIP, Head of HR
Emiliano is Malvern’s
strategic lead for the
growth and development
of our ELT division adult and
junior centres (“Language
in Action”). With a strong
background in the travel
language industry, Emiliano
works closely with key
sponsors and partners to
ensure that we offer exciting
and innovative learning
opportunities for individuals
and groups.
Emiliano was the co-founder
of the Language In Action
brand of junior schools that
came into the Malvern
Group in 2019.
Emiliano Sallustri
Managing Director of ELT
32 Malvern International Plc Annual Report and Accounts 2024
Chairman’s corporate
governance statement
Dear Shareholder,
As Non-Executive Chairman, I am responsible for instilling
high standards of corporate governance within the
Company. It is my responsibility to ensure the effectiveness
of the Board on all aspects, including good governance in
dealing with all of our stakeholders. This includes ensuring
that Board meetings are held in an open manner, that the
Directors receive accurate, timely, and clear information,
and allowing sufficient time for agenda items to be
discussed. I am also responsible for ensuring the Company
has effective communications with shareholders and
relaying any shareholder concerns to fellow Directors.
The Board is committed to applying high standards of
corporate governance and evolving them as the business
grows. The Company has adopted the Quoted Companies
Alliance Code (“QCA”) 2023 to provide a framework against
which to do this, it being the most appropriate recognised
governance code for the size and structure of the Group.
Workings of the Board
The Directors consider seriously the effectiveness of the
Board, its Committees, and individual performance.
The Board is responsible for formulating, reviewing,
and approving the Company’s strategy, budgets, and
corporate actions.
At the date of the report, the Board has four members,
comprising two Non-Executive Directors and two Executive
Directors. Biographies and roles of the Directors are set out
on page 28.
The Directors believe that the Board as a whole has a
range of commercial and professional skills which enable
it to discharge its duties and responsibilities effectively.
The independent Non-Executive Directors ensure that
independent judgement is brought to Board discussions
and decisions. All Directors are encouraged to use their
independent judgement and to challenge all matters
whether strategic or operational.
The Board meets formally at least twelve times a
year with additional ad-hoc Board meetings as the
business demands. The Board is responsible for setting
and monitoring Group strategy, reviewing trading
performance, and formulating policy on key issues. The
time commitment formally required by the Group is an
overriding principle that each Director will devote as much
time as is required to carry out the roles and responsibilities
that the Director has agreed to take on.
There is a strong flow of communication between the
Directors. Board meeting agendas are set in consultation
with both the CEO and Chairman, with consideration
being given to both standing agenda items and
the strategic and operational needs of the business.
Comprehensive Board papers are circulated well in
advance of meetings, giving Directors ample time to
review the documentation and enabling an effective
meeting. Minutes are drawn up to reflect a true record
of the discussions and decisions made. Resulting actions
are tracked for appropriate delivery and follow-up. The
Board maintains close dialogue by email, telephone,
and conference calls between scheduled meetings.
The frequency of communications at Board level in 2024
was maintained at a similar level of the previous year.
The Board was in regular consultation with regards to the
Group’s cash resources in order to monitor and manage
cash outflows, implementing strict cash control measures
and remaining in close contact with our debt provider.
The Non-Executive Directors ensure that their knowledge
of best practices and regulatory developments, including
governance requirements, is continually up to date by
attending relevant seminars and conferences.
Attendance at meetings during 2024
Director
Board
meetings
(12 meetings
held)
Audit and Risk
Committee
(3 meetings
held)
Nomination and
Remuneration
Committee
(3 meetings held)
Mark Elliott
12
3
3
Alan Carroll
12
3
3
Richard Mace
12
—
—
Daniel Fisher
12
—
—
Strategy and risk management
A description of the Group’s business model and strategic
priorities can be found on pages 16 and 10 and the
key challenges in their execution are detailed in the
Chairman’s Statement on page 3 and Operating Review
on page 8. The Board is responsible for establishing and
maintaining the Group’s systems of internal financial
controls and importance is placed on maintaining robust
operational controls.
The Audit and Risk Management Committee (see page 41)
has responsibility for the oversight of the Group’s risk
management, internal controls and procedures, and for
determining the adequacy and efficiency of internal control
and risk management systems. The Board continuously
monitors and upgrades its internal control procedures and
risk management mechanisms, and conducts an annual
review, where it assesses both for effectiveness. This process
enables the Board to determine if the risk exposure has
changed during the year and these disclosures are included
in the Annual Report. In setting and implementing the
Group’s strategies, the Board, having identified the risks,
seeks to limit the extent of the Group’s exposure to them
having regard to both its risk tolerance and risk appetite.
Further details on the Group’s risk management and internal
controls can be found on pages 23 to 24.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
33
Matters reserved for the Board
The Board has a formal schedule of matters reserved for its
specific approval which includes:
• Strategy and management: review and approval of
long-term Group strategic, operational, and financial
matters such as proposed acquisitions and divestments
• Financial reporting: approval of the Annual Accounts
and Interim Report, the annual budget, significant
transactions, and major capital expenditure
• Internal controls: ensuring maintenance of a sound
system of internal control and risk management
• Finance: raising new capital or major financing facilities,
operating and capital expenditure budgets
• Communications: approval of resolutions put forward
to shareholders, approval of circulars, and approval
of press releases concerning matters decided by
the Board
• Board membership and other appointments
• Delegation of authority: division of responsibilities
between the Chairman, CEO and CFO, including the
CEO’s and CFO’s authority limits and the establishment
of Board committees and approval of terms of
reference of Board committees
The Board delegates specific responsibilities to two
Committees:
• The Audit and Risk Management Committee
• The Nomination and Remuneration Committee
Both committees have formal written terms of reference.
These terms of reference are available on the Group’s
website.
The Audit and Risk Management
Committee
The Audit and Risk Management Committee comprises the
two Non-Executive Directors, Mark Elliott (Chairman) and
Alan Carroll. The Committee meets at least three times a
year. Details of the responsibilities of the Committee are
set out on page 41. Where necessary, specialist external
consultants are used to assist the Committee. The Audit and
Risk Management Committee Report is set out on page 41.
The Nomination and
Remuneration Committee
The Nomination and Remuneration Committee comprises
the two Non-Executive Directors, Mark Elliott and
Alan Carroll (Chairman). Details of the Committee’s
responsibilities are set out on page 38. Where necessary,
external recruitment consultants assist the Committee. The
Committee Report is set out on page 38.
Election and re-election of Directors
Directors, including those appointed since the last Annual
General Meeting, submit themselves for re-election each
year at the Annual General Meeting, as set out in the
Directors’ Report on page 35 and in the separate Notice of
Annual General Meeting sent to all shareholders.
Board evaluation
A Board evaluation process led by the Chairman takes place
at least annually. It consists of informal discussions relating to
contributions made, roles to be fulfilled, and effectiveness
in a number of areas including general supervision and
oversight, business risks and trends, succession and related
matters, communications, ethics and compliance, corporate
governance and individual contribution.
We have considered the use of external facilitators in
Board evaluations, however based on our current scale of
operations and the frequent contact that exists between
all Board members, maintaining our current approach is
considered the more appropriate and effective form of
evaluation.
Succession planning
As the business expands, the Executive Directors will be
challenged to identify potential internal candidates who
could potentially occupy Board positions and set out
development plans for these individuals. To support this, the
Company developed a succession plan in 2024 for senior
leaders as part of a wider Company Talent Plan. Any roles
that cannot be filled internally will be recruited from outside
the organisation. Benchmarking and labour market reviews
are carried out to support recruitment if and when necessary.
Corporate culture and social
responsibility
The Board recognises that its decisions regarding strategy and
risk will impact the corporate culture of the Group as a whole
and, therefore, the Group’s performance. The Board is aware
that the tone and culture it sets greatly impact all aspects of
the Group and the way that employees behave.
The corporate governance arrangements that the Board
has adopted are designed to ensure that shareholders can
express their views and expectations for the Group in a
manner that encourages open dialogue with the Board.
The Group’s activities are centred on addressing customer
needs. Therefore, sound ethical values and behaviours,
as well as open and respectful dialogue with employees,
customers, and other stakeholders, are crucial to the
Group’s ability to achieve its corporate objectives
successfully. The Board places great importance on these
aspects of corporate governance and seeks to ensure that
they flow through all the Group’s activities.
34 Malvern International Plc Annual Report and Accounts 2024
Chairman’s corporate governance statement continued
The Board assesses the culture within the Group as one
that respects all individuals, encourages open dialogue
amongst all levels of staff and individuals, and is committed to
providing the best service possible to the Group’s customers.
The Group is committed to ensuring that the highest quality
teaching and education standards are embedded in the
services it provides. The Group provides the highest service
standards to maintain long-term partnerships with its
customers and sales agents. This is reflected in the growth
of the customer base and the ability to maintain existing
and form new partnerships that support the overall growth
of the business.
The Group has a range of policies to ensure these standards
are maintained and that the Group’s corporate culture is
well understood by all individuals and adopted into everyday
behaviours. These policies form part of the Group’s Employee
Handbook and are updated and reviewed regularly.
Details on corporate social responsibility can be found on
page 36.
Internal controls
The Directors are responsible for the Group’s system of
internal control and for reviewing its effectiveness. Internal
control systems and procedures are reviewed annually
and are designed to meet the needs of the Group and the
risks to which it is exposed. The procedures are designed
to manage rather than eliminate risk faced by the Group,
and can only provide reasonable but not absolute
assurance against material misstatement or loss. The key
procedures which the Directors have established with a
view to providing effective internal controls are as follows:
Management structure and delegated authority
Authority is delegated to the EMT through Group
authorisation limits on a structured basis, ensuring that
proper management oversight exists at the appropriate
level. The composition of the EMT with biographies can be
found on page 30. EMT meetings are held fortnightly and
are attended by other senior management members as
required. Regular updates are provided by the heads of
divisions and operations. Any key issues from these meetings
are reported to the Group Board.
Control environment
The Group’s control environment is the responsibility of the
Directors and managers at all levels. A review of the key risks
facing the business and the effectiveness of the Group’s
internal controls is performed annually.
Monitoring systems used by the Board
The Board reviews the Group’s performance against budgets
on a monthly basis. The Group’s cash flow is monitored
monthly by the Board.
Shareholder communications
The Board attaches great importance to providing
shareholders with clear and transparent information on
the Group’s activities, strategy, and financial position,
and regards regular communications with shareholders as
one of its key responsibilities. The Group is committed to
engaging with shareholders, and the Chairman and CEO
lead this effort.
A clearly laid-out investor relationship strategy is in place.
The primary communication tool with shareholders is the
Regulatory News Service (“RNS”) on regulatory matters and
matters of material substance.
The Group’s website provides details of the Company’s
Annual Report and Notices of Annual General Meetings
(“AGM”) are available to all shareholders along with the
Interim Report and investor presentations.
To gauge shareholder sentiment, the Company typically
meets with the key shareholders every six months, normally
at the time of the final and interim results and when
necessary.
The Board is aware of the need to protect the interests of
minority shareholders and balancing these interests with
those of more substantial shareholders. The Company
holds an open Q&A session at every AGM and encourages
all existing and potential shareholders to contact Board
members at other times of the year. This communication
allows the Board to understand shareholders’ views, and to
ensure that the strategies and objectives of the Group are
aligned with shareholders. In its decision making, the Board
has regard to the ascertained expectations and needs
of its shareholders in accordance with its statutory and
fiduciary duties.
The Company welcomes shareholder contact at any
time, and contact details can be found on the website at
www.malverninternational.com
Mark Elliott
Chairman
9 May 2025
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
35
Directors’ report
The Directors present their report and the audited accounts
for the year ended 31 December 2024.
The principal activities of Malvern International Plc are to
provide quality education services, preparing students and
learners to meet the demands of a professional life. Courses
are delivered in the UK and focus on preparing students for
higher education and English language teaching.
A detailed explanation of the Company’s principal activities
can be found on page 6.
Business model
The Company’s business model is to:
• Form long-term partnerships with higher education
institutions to deliver Pathways pre-university foundation
classes on behalf of its partners. We aim to offer
our services more efficiently than our partners can
themselves
• Provide language teaching direct to its students through
its two UK-based language schools
• Grow its language student base through direct sales
and via third-party agents
• Provide short immersive English language and cultural
camps year round generally to foreign high school
students
We compete in the market by offering excellent quality
and competitively priced education. The Company’s
growth is driven by organic growth through the
acquisition of new customers and, when appropriate,
acquiring established businesses operating in the same or
related markets.
Additional details of the Company’s business model
can be found on page 16. The Company benefits from
operating in a market which has long-term growth
prospects. More information on our markets can be found
on page 12.
Strategic priorities
As a global learning and skills development partner, the
Group’s vision is to invest in and develop its operating
businesses in the education sector, to establish centres
of excellence, and to deliver long-term growth and
sustainable profit.
Each year the Board and management set strategic
priorities, and monitors performance against them
throughout the year. The strategy and strategic priorities are
set out on page 10.
Review of the business and future
developments
A review of the business and its outlook, including
commentary on the key performance indicators, can be
found in the Strategic Report on page 20. The principal
risks and uncertainties facing the Company are included
on page 23. The Company’s social, environmental, and
ethical policies are set out in the Chairman’s Corporate
Governance Statement on page 32. A summary of the
outlook for the Group is given within the Chairman’s
Statement on page 3.
Group results
The Group Underlying loss before taxation for the year
was £0.13m (2023 Underlying profit: £0.15m). Statutory loss
before taxation for the year was £0.15m (2023 Statutory loss
before tax: £0.14m).
Dividends
The Directors do not recommend a dividend (2023: nil).
Capital structure
The Company has ordinary shares of 1 p and deferred
shares of 5 p, 1 p and 0.1 p in issue. The shares are listed
on AIM, a sub-market of the London Stock Exchange.
Holders of ordinary shares are entitled to vote at Company
meetings, to receive dividends and to the return of their
capital in the event of liquidation.
Holders of deferred shares have limited rights. Limitations
on the rights of deferred shares include no entitlement
to vote at general meetings and deferred shares are not
freely transferrable.
Going concern
The financial statements have been prepared on a going
concern basis. The Directors consider the going concern
basis to be appropriate having paid due regard to the
Group and Company’s projected results during the
twelve months from the date the financial statements are
approved and the anticipated cash flows, availability of
loan facilities, and mitigating actions that can be taken
during that period.
Boost&Co. is the Group’s Term Loan provider. The current
debt in the accounts of Malvern International Plc is
£1.86m. BOOST&Co. Limited, acting on behalf of IL2
(2018) Sarl, have again provided a letter of comfort to
provide ongoing financial support to the Company for
any short-term working capital requirement should that
become necessary. It is the present policy of BOOST&Co.
to ensure that the Company has adequate financial
resources to meet their obligations and to enable it to
36 Malvern International Plc Annual Report and Accounts 2024
Directors’ report continued
continue as a going concern for a period of at least
12 months from the date of the signing of the financial
statements.
The Company has not required any cash from BOOST&Co.,
or shareholders in the past two years, which highlights
the sustained growth and the Company’s significantly
improved financial position post COVID-19.
The significant revenue growth seen in 2024, in
combination with the visibility of University Pathways
revenue in H1, 2025 gives the Board confidence about
Malvern’s short and long-term prospects. In addition, the
Company signed two new Pathways partners in Q1 2025,
with the first intake of students due in September 2025.
In our Pathways division, student numbers are up circa
32% on the prior academic year (2023/24 v 2024/25),
which reflects the significant investment in this division.
Our Juniors summer camps continue to experience rapid
growth, delivering circa £6.03m (2023: £3.7m) in revenue to
the Company. Pre-bookings for 2025 summer camps are
very encouraging and revenue growth is expected as an
outcome.
Profit and cash flow projections for the Company indicate
that the Company is expected to be profitable in 2025. The
Directors therefore continue to adopt the going concern
basis in preparing the financial statements.
Despite significant revenue growth in 2024 and forecasts
for 2025, UK and global macroeconomic factors continue
to create uncertainty in the Group’s forecasts. The
continued commitment from the Group’s lenders in the
form of the letter of support provides confidence to the
Group in respect of future funding. However, there still
remains a material uncertainty with respect to the going
concern status of the Group.
Subsequent events
Details of subsequent events can be found in note 28 of
the financial statements.
Directors
Biographical information for each of the Directors is set
out on page 28, together with details of the date of
appointment, membership of Board committees, and any
external appointments.
The Company’s Articles of Association require that each
Director retire from office and seek re-election after the
general meeting at which they were last appointed and
every year thereafter.
Directors’ interests in shares
The Directors’ beneficial interest in the ordinary
share capital of the Company are set out within the
Remuneration Report on page 38.
Significant shareholders
As at 31 December 2024 the Company was aware of the
following major shareholders representing 3% or more of
voting rights attached to the issued ordinary share capital
of the Company.
Number of
ordinary shares
1p
Percentage
held
Lombard Odier Asset Management (Europe) Limited
2,601,018
10.64%
Chris Woodgate
2,005,169
8.20%
IL2 (2018) – BOOST&Co.
1,996,187
8.17%
Mr Richard Mace
1,844,802
7.55%
Edward Roskill
1,201,754
4.92%
Alan Carroll
751,826
3.08%
Directors’ and officers’ liability
insurance and indemnity
The Company has purchased insurance to cover its
Directors and officers against their costs in defending
themselves in any legal proceedings taken against them in
that capacity and in respect of damages resulting from the
unsuccessful defence of any proceedings.
Corporate social responsibility
The Directors are aware of the Company’s responsibilities to
the communities within which they operate and are keen to
adopt a proactive approach towards community education-
driven initiatives, particularly where they involve the
education of those less fortunate members of the respective
communities. The Group continues to be involved with Refu-
Aid, offering free language courses and education camps to
refugees, as well as supporting local charities.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
37
The Group’s responsibilities to stakeholders including staff,
suppliers, shareholders, and customers, as well as wider
society are also recognised. The Board has regard to the
feedback of all stakeholders in its decision making and the
formulation of strategy.
The environmental impact of the Group’s activities is
carefully considered, and the maintenance of high
environmental standards is a priority.
CSR Champions are appointed at each site to drive
activities, supported by HR and the EMT. Trackers are in
place to monitor progress against objectives.
Political donations
There were no political donations made by the Group
during the year (2023: nil).
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the Group and parent company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
parent company financial statements for each financial
year. Under that law the Directors have elected to prepare
the financial statements in accordance with UK adopted
international accounting standards and applicable law.
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 Group and
parent company and of their profit or loss for that period.
In preparing each of the Group and parent company
financial statements, the Directors are required to:
• Select suitable accounting policies and then apply
them consistently
• Make judgements and estimates that are reasonable
and prudent
• State whether applicable accounting standards have
been followed, subject to any material departures
disclosed and explained in the Group and parent
company financial statements
• Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and parent company will continue in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the parent company and enable them to ensure that
its financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for safeguarding the assets
of the Group and parent company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities. Under applicable law
and regulations, the Directors are also responsible for
preparing a Strategic Report and a Directors’ Report that
complies with that law and those regulations. They are
also responsible for ensuring that the Strategic Report and
the Directors’ Report and other information included in
this Annual Report and financial statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Malvern International
Plc website is the responsibility of the Directors; the work
carried out by the auditor does not involve the consideration
of these matters and, accordingly, the auditor accepts no
responsibility for any changes that may have occurred in the
accounts since they were initially presented on the website.
Legislation in the United Kingdom governing the
preparation and dissemination of the accounts and the
other information included in annual reports may differ
from legislation in other jurisdictions.
Auditor
Cooper Parry Group Limited (“Cooper Parry”) is the
Company’s appointed external auditor and responsible
for auditing the Company’s financial statements for the
financial year to 31 December 2024.
Statement of disclosure to the
Independent Auditor
Each of the persons who are Directors at the time when
this Directors’ Report is approved has confirmed that so
far as that Director is aware, there is no relevant audit
information of which the Company and the Group’s
auditor is unaware. Each Director has confirmed that they
have 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.
Annual General Meeting
The resolutions to be proposed at the AGM will appear in
the Notice of the Annual General Meeting together with
the explanatory notes. This will be circulated with the Annual
Report when sent to all shareholders.
ON BEHALF OF THE BOARD
Mark Elliott
Chairman
9 May 2025
38 Malvern International Plc Annual Report and Accounts 2024
Nomination and Remuneration
Committee report
The Nomination and Remuneration Committee is a
standing committee of the Board of the Company and
is comprised of two Non-Executive Directors, Alan Carroll
(Chairman) and Mark Elliott.
The Committee’s primary objectives are to ensure that
remuneration arrangements are aligned with the strategy
and culture of the Company and its subsidiaries. To this end,
it ensures the Company’s remuneration policy encourages
and rewards performance against strategic priorities, as well
as the right behaviours, values, and culture.
The Committee also ensures that there is a robust process
for the appointment of new Board Directors and senior
management positions. It works closely with the Company’s
Board of Directors and external advisers to identify the skills,
experience, personal qualities, and capabilities required for
the next stage in the Company’s development, linking the
Company’s strategy to future changes on the Board.
Within the terms of reference for the Nomination and
Remuneration Committee, as approved by the Board, the
responsibilities of the Committee are as follows:
• To consider the nomination and appointment,
remuneration and bonus plans of the Group CEO and
Group CFO
• To review any letter of resignation from the Group CEO
or Directors of the Company, and any questions of
resignation or dismissal
• To review whether there is reason (supported by
grounds) to believe that the Senior Managers of the
Group are not suitable for continued employment
• To review the statement with regard to the Remuneration
and Nomination polices of the Group for inclusion in the
Annual Report and report the same to the Board
• To consider any other functions as may be agreed
between the Committee and the Board
• To review the Board and Board Committees’
effectiveness. The Committee members keep
themselves fully informed of all relevant developments
and best practice by reference to the QCA’s
Remuneration Committee guide
Attendance at meetings
Details of attendance at meetings by the committee
members can be found on page 32.
Matters considered in 2024
During the year, the Committee considered the following
matters:
• The issuance of share options to key staff as part of the
Group incentive plan
• Review of Executive Director remuneration
Remuneration policy
Malvern aims to recruit, motivate, and retain high-calibre
executives capable of achieving the objectives of the
Group and to encourage and reward appropriate
superior performance in a manner that enhances
shareholder value.
The Company operates a remuneration policy which
ensures that there is a clear link to the delivery of the
Company’s purpose, business model, strategy, and culture,
as well as close alignment with shareholder interests and
current best practice.
The policy aims to ensure that senior executives are
rewarded fairly for, and commensurate to, their respective
individual contributions to the Group’s performance. The
Directors continue to focus on the Group’s short, medium,
and longer-term commercial viability. Remuneration
has been set at levels consistent with achieving this
aim. Overall remuneration is below market average for
those charged with ensuring the success of the Group’s
transition from a position of a continuum of losses to one of
consistent and growing profitability, and will be subject to
regular review as the Group achieves its targets. Despite
positive progress in Pathways and Juniors for FY2024,
the overall Group loss sustained as a result of under
performance in English Language Training has resulted
in no bonus being paid to Executive Directors this year.
Details of remuneration for Executive and Non Executive
Directors are set out on page 39.
Consistent with the QCA Code 2023, the Directors’
Remuneration Report is voted on annually at the AGM.
Additionally, the Directors’ remuneration policy will be put
to vote every three years commencing with the 2025 AGM.
It should be noted that in both instances the vote is of
advisory status and not binding.
Non-Executive Directors’ remuneration
The Board determines the remuneration of all Independent
Non-Executive Directors with the fees being set at a level
to attract individuals with the necessary experience and
ability to contribute to the Group. Details of all emoluments
paid to Non-Executive Directors of the Company are set
out on page 29. Remuneration for FY2025 is on page 40.
The Non-Executive Directors do not receive bonuses and
are entitled to be reimbursed for reasonable expenses
incurred by them in carrying out their duties as Directors of
the Company.
The Board, with the assistance of the Nomination and
Remuneration Committee, reviews the remuneration level
of Non-Executive Directors on an annual basis to ensure it
remains competitive in attracting suitable talent. All Board
appointments are made subject to the Company’s Articles
of Association.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
39
Directors’ service contracts
Contractual arrangements for Directors are as follows:
Contract date
Notice period
Richard Mace
30 June 2020
6 months
Daniel Fisher
6 December 2021
6 months
Contractual arrangements for Non-Executive Directors are as follows:
Date of letter of
appointment
Notice period
Mark Elliott
1 July 2019
3 months
Alan Carroll
2 October 2019
3 months
All Directors are subject to re-election at the AGM every year.
Other than the notice periods afforded to the Directors, there are no special provisions for compensation in the event of loss
of office. The Remuneration Committee considers the circumstances of individual cases of early termination and determines
compensation payments accordingly.
Directors’ remuneration
Details of individual Directors’ emoluments and remuneration who served in 2024 are as follows:
Salary and
fees
£
Benefits
£
Pension
£
Other
£
Share-based
payments
£
Total
2024
£
Total
2023
£
Richard Mace
140,000
—
—
—
445
140,445
111,472
Alan Carroll
45,000
—
—
—
—
45,000
30,000
Mark Elliott
70,000
—
—
—
—
70,000
50,000
Daniel Fisher
110,000
—
—
—
575
110,575
91,065
Total
365,000
—
—
—
1,020
366,020
282,537
Share option scheme
In order to retain, incentivise, and align the interests of employees with certain performance targets and strategic goals, the
Company introduced an EMI share option scheme in 2020. All options are settled in equity, automatically lapse five years
after the date of grant, and generally lapse if an option holder ceases to be a Company employee.
The Company awarded 489,434 ordinary shares of 1 p each in the capital of the Company, pursuant to the Company’s EMI
share option scheme (the “EMI Options”) to certain employees during the year. The EMI Options granted, when added to
the previously granted EMI Options of 2,246,934, represent 9.19% of the existing issued share capital of the Company.
As at 31 December 2024, options under these schemes, including those held by Directors, were outstanding over:
2024
2023
Options
Weighted
average
exercise
price
Options
Weighted
average
exercise
price
Outstanding at beginning of the year
2,140,000
17.01p
1,965,000
15.54p
Issued during the year
489,434
18.00p
287,500
23.50p
Forfeited during the year
382,500
—
112,500
—
Outstanding at the end of the year
2,246,934
19.70p
2,140,000
17.01p
40 Malvern International Plc Annual Report and Accounts 2024
Executive Directors’ remuneration for FY2025
Salary/Bonus £
Richard Mace
140,000/40,000
Daniel Fisher
113,300/20,000
Bonus to be awarded on achievement of budgeted revenue and profit targets.
Non-Executive Directors’ annual fees for FY2025
Fees £
Mark Elliott
72,100
Alan Carroll
46,350
Directors’ interest in shares
The beneficial interests of the Directors who served during the year and their families in the ordinary share capital of the
Company are shown below:
Direct interests
At beginning
of the year
At end of the year
Richard Mace
1,775,802
1,775,802
Alan Carroll
480,600
487,300
Mark Elliott
582,277
582,277
Daniel Fisher
68,750
68,750
Indirect interests
At beginning
of the year
At end of the year
Marzena Mace
69,000
69,000
Louise Carroll
264,526
264,526
Nomination and Remuneration Committee report continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
41
Audit and Risk Management
Committee report
The Audit and Risk Committee is a sub-committee of the
Board and comprises two Non-Executive Directors, with
Mark Elliott as Chairman.
The Audit and Risk Management Committee meets at
least three times a year. The external auditor and Executive
Directors attend when appropriate at the invitation of the
Committee. The external auditor meets separately with the
Audit Committee on request, without the presence of the
Executive Directors, to ensure open communication. The
primary objectives of the Committee are to assist the Board
in discharging its statutory duties and responsibilities relating
to the accounting and financial reporting practices of
the Group and to assist the Board in its responsibilities to
identify, assess, and monitor key business risks to mitigate
adverse impacts on achieving strategic objectives with
a view to safeguard shareholders’ investments and the
Group’s assets. In addition, the Committee assists the
Board in:
• Complying with specified accounting standards and
required disclosure as administered by AIM, relevant
accounting standards bodies, and any other laws and
regulations as amended from time to time
• Presenting a balanced and understandable assessment
of the Group’s position and prospects
• Establishing a formal and transparent arrangement
for maintaining an appropriate relationship with the
Company’s auditor, and overseeing and appraising the
quality of audit conducted by the Company’s external
auditor and reviewing the independence of the
external auditor
• Determining the adequacy of the Group’s
administrative, operating, accounting, and financial
controls and internal controls
Attendance at meetings
Attendance at the meetings can be found in the table on
page 32.
External auditor
In order to ensure an appropriate balance between
audit quality, objectivity and independence, and cost
effectiveness, the Audit and Risk Management Committee
reviews the nature of all services, including non-audit
work, provided by the external auditor each year. In 2024,
the Company reappointed Cooper Parry Group Limited
(Cooper Parry) as its auditor to conduct the audit of the
Company’s financial statements for the financial year to
31 December 2024.
Significant issues relating to the financial
statements and Board reporting
The Audit Committee reviewed the following issues for the
year under review:
• Review of the information provided to monthly Board
meetings
• Reviewed the Annual and Interim Report and financial
statements of the Group, and the clarity of disclosures
made
• Oversaw the relationship with the external auditor,
including a review of the external auditor’s findings
during the audit in relation to the year ended
31 December 2023
• Reviewed the Group’s Risk Register
• Reviewed the external auditor’s Audit Plan in relation to
the year ended 31 December 2023
Going concern
The Committee reviewed forecasts and analysis prepared
by executive management in support of the Going
Concern Statement and agreed with management’s
approach and findings.
Financial
statements
42 Malvern International Plc Annual Report and Accounts 2024
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
43
Independent Auditor’s report to the
members of Malvern International Plc
Opinion
We have audited the financial statements of Malvern
International plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December
2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company
Statements of Financial Position, the Consolidated
and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Cash Flows
and the related notes to the financial statements, including
a summary of significant accounting policies.
The financial reporting framework that has been applied
in the preparation of the financial statements is applicable
law and UK adopted international accounting standards.
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 December 2024
and of the group’s loss for the year then ended;
• have been properly prepared in accordance with UK
adopted international accounting standards; 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 and parent 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 as applied to listed entities,
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.
Our approach to the audit
We adopted a risk-based audit approach. We gained
a detailed understanding of the group’s business, the
environment it operates in and the risks it faces.
The key elements of our audit approach were as follows:
In order to assess the risks identified, the engagement team
performed an evaluation of the financial statement level
risks and considered the risk of material misstatement at the
assertion level of the consolidated financial statements to
determine the planned audit responses based on a measure
of materiality.
44 Malvern International Plc Annual Report and Accounts 2024
Risk Description
Our response to the risk
Revenue recognition
As detailed in note 4 to the financial statements, Significant
Accounting Policies, the group’s revenue is generated
from the provision of education services and comprises a
number of related income streams.
Due to the timing of course payments there is often an
element of deferred income arising from differences
between the timings of cash flows and provision of services.
As a result, there is some complexity with regards to revenue
recognition for the group.
We have assessed accounting policies for appropriateness
and consistency with the financial reporting framework
and in particular that revenue was recognised when
performance obligations were fulfilled.
We have obtained an understanding of processes through
which the businesses initiate, record, process and report
revenue transactions.
We performed walkthroughs of the processes as set out by
management, to ensure controls appropriate to the size
and nature of operations are designed and implemented
correctly throughout the transaction cycle.
A sample of course bookings throughout the year have
been vouched from the booking system to attendance
records, sales invoices and to nominal postings, including
recalculating any deferred income required at year end
across the trading subsidiaries.
We tested for understatement of deferred income in sales
transaction testing and for overstatement of deferred
income in valuation testing of liabilities.
Manual journals impacting revenue nominal codes have
been selected for further testing when certain risk criteria
have been met.
We performed analytical review of revenue against the
prior year and any known expectations.
Our procedures did not identify any material misstatements
in the revenue recognised during the year.
Going concern
The group was heavily impacted by the global pandemic
and resulting restrictions, in particular for overseas travel
which impacted student numbers attending courses,
and the industry is still recovering from the impact of
these restrictions.
With the additional impact of general macroeconomic
conditions, such as the cost of living crisis, the group
continues to be loss making.
We have obtained the assessment made by management
and the Board regarding the group’s ability to continue as
a going concern.
We have reviewed the letter of support from the provider of
external financial backing.
We have reviewed the assumptions used in management’s
assessment and sensitised key assumptions used.
We reviewed debt agreements currently in place to assess
compliance with repayment terms.
We discussed with management and the Board any
additional industry factors or other issues which could
impact the group’s ability to continue as a going concern.
We reviewed the relevant disclosures included in the Annual
Report for consistency with our knowledge of the business.
We concur with management’s assessment that the
business is a going concern, but draw attention to the
material uncertainty highlighted within our audit report.
Independent Auditor’s report continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
45
Risk Description
Our response to the risk
Valuation of non-current assets
The group balance sheet has a goodwill asset of £1.4m
as well as right-of-use assets of £1.9m. Since the group
continues to be loss making and there remain challenging
economic conditions, judgement continues to exist in
respect of recoverability of non-current assets, as well as
significant levels of estimation involved in the calculation of
their value in use.
We have obtained and reviewed the impairment review
prepared by management in relation to non-current assets.
We have assessed the key assumptions used in those impairment
review calculations, being the discount rate applied and growth
assumptions within trading forecasts, by comparing to industry
data and historical group financial performance.
We have performed sensitivity analysis over the key
assumptions listed above and reviewed available
headroom and/or indications of impairment arising from the
use of different assumptions.
We have reviewed the completeness and consistency
of disclosures in relation to non-current assets within the
annual report.
Overall, based on the findings from our audit procedures,
we are satisfied that the carrying values of goodwill and
non-current assets on the consolidated balance sheet are
not impaired as at 31 December 2024.
The group audit was scoped by obtaining an
understanding of the group and its environment, including
the group’s system of internal control, and assessing the
risks of material misstatement in the financial statements.
We also addressed the risk of management override
of internal controls, including assessing whether there
was evidence of bias by the Directors that may have
represented a risk of material misstatement.
We performed a full-scope audit of the financial statements
of the parent company, Malvern International plc, and the
two UK trading subsidiaries, Malvern House International
Limited and Communicate English School Limited, providing
100% coverage of revenues and results before tax for these
components. The operations that were subject to full-
scope audit procedures made up 100% of consolidated
revenues, 100% of total assets and 100% of consolidated loss
before taxation. We applied analytical procedures to the
Statements of Financial Position and Income Statements
of the entities comprising the remaining operations of the
group, focusing on applicable risks identified as above,
and their significance to the group’s balances. Component
performance materiality was calculated for each of the
components where audit procedures are performed on
financial information that is disaggregated.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current year and include the most
significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which
had the greatest effect on the overall audit strategy, the
allocation of resources in the audit, and directing the efforts
of the engagement team. These matters were addressed
in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Our application of materiality
We apply the concept of materiality in planning and
performing our audit, in determining the nature, timing and
extent of our audit procedures, in evaluating the effect of any
identified misstatements, and in forming our audit opinion.
The materiality for the group financial statements as a
whole was set at £253,500. This has been determined with
reference to the benchmark of the group’s revenue which
we consider to be an appropriate measure for a group
of companies such as these. Materiality represents 1.5%
of group revenue. Performance materiality has been set
at 80% of group materiality. We agreed to report to the
Audit Committee any corrected or uncorrected identified
misstatements exceeding £12,700, in addition to other
identified misstatements that warranted reporting on other
qualitative grounds.
The materiality for the parent company financial
statements as a whole was set at £66,500 and
performance materiality represents 80% of materiality.
This has been determined with reference to the parent
company’s net assets, which we consider to be an
appropriate measure for a holding company with
investments in trading subsidiaries. Materiality represents
1% of net assets as presented on the face of the parent
company’s Statement of Financial Position.
46 Malvern International Plc Annual Report and Accounts 2024
Material uncertainty relating to
going concern
We draw attention to note 2 (v) in the financial statements
which indicates that due to the current and developing
impact on the business of the current UK and worldwide
macroeconomic environment, these circumstances create
uncertainty in the profit and cash flow projections of the
group. As stated in note 2 (v), these events or conditions,
along with other matters set out in note 2 (v), indicate that
a material uncertainty exists that may cast significant doubt
on the group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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. Our evaluation of the directors’ assessment
of the group’s and parent company’s ability to continue to
adopt the going concern basis of accounting included:
• challenging management on key assumptions included
in their forecasts including performing sensitivity analysis;
• considering the potential impact of forecast scenarios
on the forecast cash position;
• reviewing debt agreements currently in place to
check terms have been appropriately considered and
modelled in the cash flow forecasts;
• reviewing the letter of support provided by third parties;
• reviewing management’s disclosures in the financial
statements.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the
relevant sections of this report.
Other information
The other information comprises the information included in
the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the
other information included in the annual report. Our opinion on
the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the 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:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to
report by exception
In the light of the knowledge and understanding of the
group and the parent company and their environment
obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
• the 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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 37, 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.
Independent Auditor’s report continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
47
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 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:
Our assessment focused on key laws and regulations
the group has to comply with and areas of the financial
statements we assessed as being more susceptible to
misstatement. These key laws and regulations included but
were not limited to compliance with the Companies Act
2006, UK adopted international accounting standards, and
relevant tax legislation.
We are not responsible for preventing irregularities. Our
approach to detecting irregularities included, but was not
limited to, the following:
• planning and performing the group audit to obtain
sufficient appropriate audit evidence regarding the
financial information of the entities or business units
within the group as a basis for forming an opinion on
the group financial statements. We are responsible for
the direction, supervision and review of the audit work
performed for the purposes of the group audit. We
remain solely responsible for our audit opinion;
• obtaining an understanding of the legal and regulatory
framework applicable to the group and how the entity
is complying with that framework;
• obtaining an understanding of the group’s policies and
procedures and how the group has complied with these,
through discussions and sample testing of controls;
• obtaining an understanding of the group’s risk
assessment process, including the risk of fraud;
• designing our audit procedures to respond to our risk
assessment; and
• performing audit testing over the risk of management
override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating
the business rationale of significant transactions
outside the normal course of business and reviewing
accounting estimates for bias.
Whilst considering how our audit work addresses the
detection of irregularities, we also consider the likelihood
of detection based on our approach. Irregularities arising
from fraud are inherently more difficult to detect than
those arising from error.
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 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 non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as
fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the parent company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the parent 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 parent company and the parent
company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Justine Hughes
Senior Statutory Auditor
For and on behalf of
Cooper Parry Group Limited
Statutory Auditor
Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
Date: 9 May 2025
48 Malvern International Plc Annual Report and Accounts 2024
2024
2023
Note
Underlying
£
Non-
Underlying
£
Statutory
£
Underlying
£
Non-
Underlying
£
Statutory
£
Revenue
Sale of services
4
14,741,924
316
14,742,240
10,650,073
671,767
11,321,840
Agent commission
4
1,890,258
—
1,890,258
936,089
—
936,089
Total revenue
16,632,182
316
16,632,498
11,586,162
671,767
12,257,929
Direct costs
Cost of services sold
(7,719,088)
16,034
(7,703,054)
(5,191,668)
(429,722)
(5,621,390)
Agent commission expense
(1,848,132)
20,180
(1,827,952)
(893,784)
(21,473)
(915,257)
Total direct costs
(9,567,220)
36,214
(9,531,006)
(6,085,452)
(451,195)
(6,536,647)
Gross profit
7,064,962
36,530
7,101,492
5,500,710
220,572
5,721,282
Other income
5
136,017
—
136,017
51,631
—
51,631
Salaries and employee benefits
6
(3,894,221)
(308) (3,894,529)
(2,694,714)
(191,125)
(2,885,839)
Staff restructure payments
6
—
(42,110)
(42,110)
—
—
—
Depreciation of plant and equipment
12
(317,431)
884
(316,547)
(311,314)
(223,964)
(535,278)
Other operating expenses
8
(2,764,877)
(62,037) (2,826,914)
(2,040,566)
(33,610)
(2,074,176)
Share-based payments
6
—
(4,951)
(4,951)
—
(5,133)
(5,133)
Warrants
8
—
61,318
61,318
—
(225,518)*
(225,518)*
Operating profit/(loss)
224,450
(10,674)
213,776
505,747
(458,778)
46,969
Finance costs
7
(355,134)
(3,696)
(358,830)
(359,921)
168,170
(191,751)
Profit/(loss) before tax
(130,684)
(14,370)
(145,054)
145,826
(290,608)
(144,782)
Income tax charge
—
(6,077)
(6,077)
—
(15,256)
(15,256)
Profit/(loss) for the year being total
comprehensive income/(expenses)
attributable to owners of the parent
(130,684)
(20,447)
(151,131)
145,826
(305,864)
(160,038)
2024
2023
Note
Underlying
£
Non-
Underlying
£
Statutory
£
Underlying
£
Non-
Underlying
£
Statutory
£
Total comprehensive income/(expense)
for the year
(130,684)
(20,447)
(151,131)
145,826
(305,864)
(160,038)
Attributable to:
Equity holders of the parent
(130,684)
(20,447)
(151,131)
145,826
(305,864)
(160,038)
2024
2023
Note
Underlying
£
Non-
Underlying
£
Statutory
£
Underlying
£
Non-
Underlying
£
Statutory
£
Profit/(loss) per share attributed to equity
holders of the Company (in pence)
Basic
10
(0.53)
(0.06)
(0.59)
0.60
(1.19)
(0.59)
Diluted
10
(0.53)
(0.06)
(0.59)
0.60
(1.19)
(0.59)
*
The warrants for the prior year have been separately disclosed from the Other Operating expenses.
The notes on pages 55 to 79 form an integral part of these financial statements.
Consolidated statement of
comprehensive income
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
49
Note
Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
TOTAL ASSETS
Non-current assets
Property, plant, and equipment
12
71,525
68,310
—
—
Intangible asset
13
16,080
—
—
—
Goodwill
15
1,419,350
1,419,350
—
—
Investment in subsidiaries
14
—
—
1,419,350
1,419,350
Right-of-use assets
12
1,406,850
1,710,534
—
—
Total non-current assets
2,913,805
3,198,194
1,419,350
1,419,350
Current assets
Inventories
19,624
8,166
—
—
Trade receivables
16
791,743
440,541
—
—
Other receivables and prepayments
17
1,565,947
918,994
131,736
116,485
Amounts due from subsidiaries
—
—
—
70,403
Cash and cash equivalents
18
1,391,605
2,196,499
4,733
2,273
Total current assets
3,768,920
3,564,200
136,469
189,161
Total assets
6,682,725
6,762,394
1,555,819
1,608,511
Consolidated and Company statement
of financial position
50 Malvern International Plc Annual Report and Accounts 2024
Note
Group
2024
£
Group
2023
£
Company
2024
£
Company
2023
£
EQUITY AND LIABILITIES
Non-current liabilities
Term Loan
22
1,023,238
1,811,784
992,282
1,765,039
Warrants
22
353,963
415,281
353,963
415,281
Lease liabilities
22
1,532,549
2,086,428
—
—
Total non-current liabilities
2,909,750
4,313,493
1,346,245
2,180,320
Current liabilities
Trade payables
19
1,462,756
1,495,664
88,310
96,730
Contract liabilities
20
3,080,256
2,460,265
—
—
Other payables and accruals
21
1,899,193
1,523,053
292,755
184,781
Amounts due to subsidiary
—
—
5,772,490
3,410,452
Lease liabilities
22
563,460
418,267
—
—
Term Loan
22
670,763
313,484
653,516
296,236
Total current liabilities
7,676,428
6,210,733
6,807,071
3,988,199
Total liabilities
10,586,178
10,524,226
8,153,316
6,168,519
Equity attributable to equity holders of the
Company
Share capital
23
11,323,899
11,323,899
11,323,899
11,323,899
Share premium
24
6,797,950
6,797,950
6,797,950
6,797,950
Other reserves
17,141
12,190
17,141
12,190
Retained earnings
24
(22,042,443)
(21,895,871)
(24,736,487)
(22,694,047)
Total equity
(3,903,453)
(3,761,832)
(6,597,497)
(4,560,008)
Total equity and liabilities
6,682,725
6,762,394
1,555,819
1,608,511
The Statutory loss for the year as per the financial statements of the parent company on 31 December 2024 was £2,042,440
(2023: Loss £2,076,836).
The notes on pages 55 to 79 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 9 May 2025 and were signed on its behalf by:
Richard Mace
Director
Consolidated and Company statement of financial position continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
51
Share
capital
£
Share
premium
£
Retained
earnings
£
Other
reserves
Total
£
Balance at 1 January 2023
11,323,899
6,797,950
(21,762,885)
7,057
(3,633,979)
Total comprehensive expense for the year
—
—
(160,038)
—
(160,038)
Add: Tax adjustments for prior years
—
—
27,052
—
27,052
Share-based payments (EMI Options)
—
—
—
5,133
5,133
Balance at 31 December 2023
11,323,899
6,797,950
(21,895,871)
12,190
(3,761,832)
Total comprehensive expenses for the year
—
—
(151,131)
—
(151,131)
Deferred tax adjustments for 2024
—
—
4,559
—
4,559
Share-based payments (EMI Options)
—
—
—
4,951
4,951
Balance at 31 December 2024
11,323,899
6,797,950
(22,042,443)
17,141
(3,903,453)
The notes on pages 55 to 79 form an integral part of these financial statements.
Consolidated statement of changes in equity
52 Malvern International Plc Annual Report and Accounts 2024
Company statement of changes in equity
Share
capital
£
Share
premium
£
Retained
earnings
£
Other
reserves
Total
£
Balance at 1 January 2023
11,323,899
6,797,950
(20,617,212)
7,057
(2,488,306)
Total comprehensive expense for the year
—
—
(2,076,835)
—
(2,076,835)
New share from share-based payments (Inc. EMI Options)
—
—
—
5,133
5,133
Balance at 31 December 2023
11,323,899
6,797,950
(22,694,047)
12,190
(4,560,008)
New share from share-based payment (incl. EMI Options)
—
—
—
4,951
4,951
Total comprehensive expense for the year
—
—
(2,042,440)
—
(2,042,440)
Balance at 31 December 2024
11,323,899
6,797,950
(24,736,487)
17,141
(6,597,497)
The notes on pages 55 to 79 form an integral part of these financial statements.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
53
2024
£
2023
£
Cash flows from operating activities
Loss after income tax from
(151,131)
(160,038)
Adjustments for:
Depreciation of tangible assets
328,067
523,938
Fair value movements – Warrants
(61,318)
225,518
Fair value movements – Loan write-back
—
(94,216)
Share-based payments
4,951
5,133
Profit/(loss) on disposal of tangible assets
—
1,141
Impairment of trade receivables
158,702
23,116
Increase in stocks
(11,458)
(8,166)
Taxation adjustment
4,559
—
Finance cost
354,854
191,752
Interest paid
(140,726)
(142,610)
Tax paid
—
16,771
486,499
582,339
Changes in working capital:
(Increase)/decrease in receivables
(1,152,026)
158,389
Increase in payables
694,716
1,219,396
Net cash flows generated by operating activities
29,189
1,960,124
Cash flows from investing activities
Purchases of property, plant, and equipment
(27,597)
(58,184)
Investment in website design
(16,080)
—
Net cash used in investing activities
(43,677)
(58,184)
Cash flows from financing activities
Repayment of lease liabilities
(297,739)
(557,017)
Additional loan
22,336
43,679
Term Loan
(515,003)
(373,734)
Net cash used in financing activities
(790,406)
(887,072)
Net change in cash and cash equivalents
(804,894)
1,014,868
Cash and cash equivalents at the beginning of the year
2,196,499
1,181,631
Exchange losses on cash and cash equivalents
—
—
Cash and cash equivalents at the end of the year
1,391,605
2,196,499
The notes on pages 55 to 79 form an integral part of these financial statements.
Consolidated statement of cash flows
54 Malvern International Plc Annual Report and Accounts 2024
2024
£
2023
£
Cash outflows from operating activities
Loss before income tax
(2,042,440)
(2,076,836)
Share-based payments
4,951
5,133
Fair value movements – Warrants
(61,318)
225,518
Fair value movements – Loan write-back
—
(94,216)
Finance cost
195,836
58,609
Interest paid
(139,267)
—
(2,042,238)
(1,881,792)
Change in working capital
Increase in receivables
(10,421)
(74,714)
Increase in creditors
99,555
183,739
Decrease in amounts owed by Group undertakings
70,403
—
Increase in amounts due to subsidiaries
2,362,037
2,077,641
Net cash generated by operating activities
479,336
304,874
Cash flows from financing activities
Repayment of Term Loan
(499,212)
(359,381)
New loan
22,336
43,679
Net cash used in financing activities
(476,876)
(315,702)
Cash Flows used in investing activities
—
—
Net increase/(decrease) in cash and cash equivalents
2,460
(10,828)
Cash and cash equivalents at the beginning of the year
2,273
13,101
Cash and cash equivalents at the end of the year
4,733
2,273
The notes on pages 55 to 79 form an integral part of these financial statements.
Company statement of cash flows
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
55
Notes to the financial statements
1. General information
Malvern International Plc (the “Company”) is a public limited company incorporated in England and Wales on 8 July 2004.
The Company was admitted to the AIM on 10 December 2004. Its registered office is 3rd Floor 1 Ashley Road, Altrincham,
Cheshire, United Kingdom, WA14 2DT. The registration number of the Company is 05174452.
The principal activity of the Group is to provide an educational offering that is broad and geared principally towards
preparing students to meet the demands of business and management. The specific principal activities of the subsidiary
companies are set out in note 14 to the financial statements. There have been no significant changes in the nature of these
activities during the year.
2. Significant accounting policies
i) Basis of preparation
These financial statements of the Group and Company are prepared on a going concern basis, in accordance with
International Financial Reporting Standards (“IFRS”) and IFRIC interpretations issued by the International Accounting Standards
Board (“IASB”) and adopted by the United Kingdom, in accordance with the Companies Act 2006.
The parent company’s financial statements have also been prepared in accordance with UK-adopted IFRS and the
Companies Act 2006. The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income, and expenses.
The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
ii) Basis of consolidation
The Group financial statements consolidate the accounts of Malvern International Plc and all of its subsidiary undertakings
made up to 31 December 2024. The Consolidated Statement of Comprehensive Income includes the results of all subsidiary
undertakings for the period from the date on which control passes. Control is achieved where the Company (or one of
its subsidiary undertakings) obtains the power to govern the financial and operating policies of an investee entity so as to
derive benefits from its activities.
iii) New Standards adopted for the year ended 31 December 2024
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2024,
which had a significant effect on the Group’s financial statements.
At the date of authorisation of these financial statements, several new, but not yet effective, Standards, amendments
to existing Standards, and Interpretations have been published by the IASB. None of these Standards, amendments, or
Interpretations have been adopted early by the Group.
Management anticipate that all relevant pronouncements will be adopted for the first period beginning on or after the
effective date of the pronouncement. New Standards, amendments, and Interpretations not adopted in the current year
have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.
iv) Alternative performance measures (“APMs”)
The consolidated financial statements include APMs as well as Statutory measures. The APMs used by the Group are not
defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies.
They are not intended to be a substitute for, or superior to, IFRS measures. All APMs relate to the current year’s results and
comparative periods where provided. This presentation is also consistent with the way that financial performance is measured
by management and reported to the Board, the basis of financial measures for senior management’s compensation
schemes, and provides supplementary information that assists the user in understanding the financial performance, position,
and trends of the Group. See note 11 for a reconciliation of Statutory information to Underlying information.
56 Malvern International Plc Annual Report and Accounts 2024
Notes to the financial statements continued
v) Going concern
The financial statements have been prepared on a going concern basis. The Directors consider the going concern basis to
be appropriate having paid due regard to the Group and Company’s projected results during the twelve months from the
date the financial statements are approved and the anticipated cash flows, availability of loan facilities, and mitigating
actions that can be taken during that period.
The Group produced an Underlying loss for the year of £130,684 (2023: Underlying profit £145,826).
Boost&Co. is the Group’s Term Loan provider. The current debt in the accounts of Malvern International Plc is £1.86m.
BOOST&Co. Limited, acting on behalf of IL2 (2018) Sarl, has again provided a letter of comfort to provide ongoing financial
support to the Company for any short-term working capital requirement should that become necessary. It is the present
policy of BOOST&Co. to ensure that the Company has adequate financial resources to meet its obligations and to enable
it to continue as a going concern for a period of at least twelve months from the date of the signing of the financial
statements.
The Company has not required any cash from BOOST&Co. or shareholders, in the past two years, which highlights the
sustained growth and the Company’s significantly improved financial position post COVID-19.
The significant revenue growth seen in 2024, in combination with the visibility of University Pathways revenue in H1 2025, gives
the Board confidence about Malvern’s short- and long-term prospects. In addition, the Company signed two new Pathways
partners in Q1 2025, with the first intake of students due in September 2025.
In our Pathways division, student numbers are up circa 32% on the prior academic year (2023/24 v 2024/25), which reflects
the significant investment in this division. Our junior summer camps continue to experience rapid growth, delivering circa
£6.03m (2023: £3.7m) in revenue to the Company. Pre-bookings for 2025 summer camps are very encouraging and revenue
growth is expected as an outcome.
Profit and cash flow projections for the Company indicate that the Company is expected to maintain profitability in 2025.
The Directors therefore continue to adopt the going concern basis in preparing the financial statements.
Despite significant revenue growth in 2024 and forecasts for 2025, UK and global macroeconomic factors continue to create
uncertainty in the Group’s forecasts. The continued commitment from the Group’s lenders in the form of the letter of support
provides confidence to the Group in respect of future funding. However, there still remains a material uncertainty with
respect to the going concern status of the Group.
vi) Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if
all three of the following elements are present: power over the investee, exposure to variable returns from the investee,
and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control.
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the
date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is
recognised as goodwill. Any deficiency in the cost of acquisition below the fair values of the identifiable net assets acquired
(i.e. discount on acquisition) is credited to the Consolidated Statement of Comprehensive Income in the year of acquisition.
The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Statement of
Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies
used into line with those used by the Group. All significant intra-group transactions, balances, income, and expenses are
eliminated on consolidation.
vii) Subsidiary company
Investment in subsidiaries is stated in the financial statements of the Company at cost less any provision for impairment losses.
The financial statements of subsidiaries acquired are consolidated in the financial statements of the Group from the date that
control commences until the date control ceases, using the acquisition method of accounting.
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
57
viii) Functional and presentational currency
The consolidated financial statements have been presented with Pounds Sterling as the presentational currency, as the
Company is incorporated in England and Wales with Sterling denominated shares which are traded on the Alternative
Investment Market (“AIM”).
Items included in the financial statements of each subsidiary of the Group are measured using the currency of the primary
economic environment in which the subsidiary operates (“the functional currency”). The primary functional currency of the
Group is UK Pound Sterling.
ix) Foreign currency translation
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Foreign currency
monetary assets and liabilities are translated using the exchange rate prevailing at the date of the Statement of Financial
Position. Non-monetary assets and liabilities are measured using the exchange rates prevailing at the transaction dates,
or in the case of the items carried at fair value, the exchange rates ruling when the values were determined. Foreign
exchange gains and losses resulting from the settlement of foreign currency transactions and translation of foreign
currency denominated assets and liabilities are recognised in the Statement of Comprehensive Income.
Assets and liabilities of the entities having functional currency other than the presentational currency are translated into
Sterling equivalents at exchange rates ruling at the Statement of Financial Position date. Revenues and expenses are
translated at average exchange rates for the year, which approximates the exchange rates at the dates of transactions.
All resultant differences are taken directly to equity. On the disposal of a foreign entity, accumulated exchange
differences were recognised in the Statement of Comprehensive Income as part of the gain or loss on disposal.
x) Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation
policy, useful lives, and residual values are reviewed at least annually, for all asset classes to ensure that the current method
is the most appropriate.
Expenditure incurred after the property, plant, and equipment have been put into operation, such as repairs and maintenance, are
charged to the Statement of Comprehensive Income. Expenditure for additions, improvements, and renewals is capitalised when
it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be
realised from the use of the items of property, plant, and equipment beyond their originally assessed standard of performance.
Depreciation is calculated based on the straight line method to write off the cost of property, plant, and equipment less their
estimated residual value over their estimated useful economic lives as follows:
•
Classroom and office equipment is depreciated over four years according to the estimated life of the asset
•
Leasehold improvements are depreciated over the period of the lease up to a maximum of 25 years
•
Property with lease terms of 50 years of less are depreciated over the remaining period of the lease
xi) Intangible Assets
Software which can be separately identified is capitalised to intangible assets at cost of acquisition and amortised over the
estimated useful economic lives of between three and five years on a straight-line basis into administrative expenses.
xii) Impairment of tangible and intangible assets excluding goodwill
An assessment is made at Statement of Financial Position date as to whether there is any indication of impairment of any asset,
or whether there is any indication that an impairment loss previously recognised for an asset in prior years may no longer exist or
may have decreased. If any such indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount
is calculated as the higher of the asset’s value in use or its fair value less costs to sell. Value in use is the present value of estimated
future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss
is charged to the Statement of Comprehensive Income in the period in which it arises unless the relevant asset is carried at
a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine
the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been
determined (net of any depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of an impairment loss is credited to the Statement of Comprehensive Income in the year in which it arises unless
the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation increase.
58 Malvern International Plc Annual Report and Accounts 2024
xiii) Goodwill
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities recognised.
After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating sub-groups expected
to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of
the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount
of each asset in the unit. An impairment loss recognised for goodwill is not reversed in subsequent years.
xiv) Financial assets, loans, and receivables
Financial assets
Financial assets are recognised on the Statement of Financial Position when the Group becomes a party to the contractual
provisions of the instrument. Financial assets are initially recognised at fair value plus, in the case of financial assets not at fair
value through profit or loss, directly attributable transaction costs. Financial assets are amortised when the contractual rights
to the cash flows from the financial assets have expired or have been transferred. On de-recognition of a financial asset
in its entirety, the difference between the carrying amount and the sum of the consideration received is recognised in the
Statement of Comprehensive Income.
Financial assets at amortised cost
Financial assets held within a business model whose objective is to collect contractual cash flows which are solely payments of
principals and interest are classified and subsequently measured at amortised cost using the effective interest method, less any
impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when
the recognition of interest would be immaterial. The Group’s financial assets at amortised cost comprise “trade and other
receivables”, related parties, and cash and cash equivalents included in the Consolidated Statement of Financial Position.
xv) Impairment of financial assets
The Group assesses the expected credit losses for all debt instruments (other than those categorised at fair value through
profit or loss) on a forward-looking basis.
An impairment loss in respect of financial assets is recognised in the Statement of Comprehensive Income and is measured
as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at
the financial asset’s original effective interest rate. In a subsequent period, if the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through the Statement of Comprehensive Income.
The Group has adopted the simplified expected credit loss model for its trade receivables and contract assets, as required
by IFRS 9 to assess impairment, for further information see note 16.
xvi) Revenue recognition
Revenue is recognised on the following basis:
Courses are provided over time based on period stated on the contract with students. As such revenue for various services is
recognised in the following way:
•
Course/accommodation fees – revenue is spread over the duration of the course as stated in the contract, as this
fairly represents the value of services provided. Deposits received in respect of future courses/accommodation fees
are treated as deferred income at the point of receipt. Contract liabilities relate to course and accommodation fees
received in advance and are recognised in the Statement of Comprehensive Income based on classes conducted and
accommodation provided.
•
Agent commission income – agent commission income is spread over the duration of the course as stated in the
contract, as this fairly represents the value of services provided.
•
Registration/application/examination fees/course materials – revenue is spread over the duration of the course as stated
in the contract, as this fairly represents the value of services provided.
•
Student activities are recognised at the point in time that the activity takes place.
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
59
The transaction price is the course fee net of any discounts and third-party commission. Any variable consideration is
constrained in estimating contract revenue it is highly probable that there will not be a future reversal in the amount of
revenue recognised when the final amounts of any variations have been determined.
In certain circumstances refunds may be granted as per the Group’s refunds terms and conditions. Consideration will be
given to the length of the course studied. Deferred income is adjusted for any undelivered study. In some cases, a course
may be deferred.
Students are required to pay fees in advance unless a payment plan has been agreed.
xvii) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and bank deposits with an initial maturity of less than three months.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included
as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows.
xviii) Trade and other payables
Trade and other payables, which are normally settled on a 30 to 90-day term, are initially measured at fair value, and
subsequently measured at amortised cost, using the effective interest method.
xix) Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax movements.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Statement
of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated
using tax rates and tax laws that have been enacted or substantively enacted in countries where the Company and its
subsidiaries operate by the Statement of Financial Position.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised
for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associated
companies, except where the Group is able to control the reversal of the temporary difference, and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position 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 assets 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
realised based on tax rates and tax laws that have been enacted or substantially enacted by the statement of financial
position date. Deferred tax is charged or credited to the Statement of Comprehensive Income, 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 there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
xx) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.
Provisions are reviewed regularly and adjusted to reflect the current best estimate. Where the effect of the time value of
money is material, the amount of provision is the present value of the expenditure expected to be required to settle the
obligation.
60 Malvern International Plc Annual Report and Accounts 2024
xxi) Employees’ benefits
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the Statement of Comprehensive Income as
incurred.
Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the
estimated liability for annual leave because of services rendered by employees up to the year end.
xxii) Equity instruments
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are
deducted against share premium.
Where ordinary shares will be issued as part of deferred purchase consideration then:
•
Where the number of shares to be issued has been fixed, then such deferred consideration will be classified as equity
•
Where the number of shares to be issued is dependent on certain performance criteria being met, then such deferred
consideration will be classified as liability at inception
xxiii) Borrowing costs
Borrowing costs incurred to finance the development of property, plant, and equipment are capitalised during the period that is
required to complete and prepare the asset for its intended use. The capitalised costs are depreciated over the useful life of the
property, plant, and equipment.
Other borrowing costs, including interest cost and foreign exchange differences, on short-term borrowings are recognised on a
time-apportioned basis in the Statement of Comprehensive Income using the effective interest method.
xxiv) Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues
and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.
All operating segments’ operating results are regularly reviewed by the Board to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial information is available.
Segmental results are reported to the Board and include items directly attributable to the segment as well as those that can
be allocated on a reasonable basis.
xxv) Warrants
In certain circumstances the Group will issue warrants over shares. The warrants currently in issue are carried at fair value
through profit and loss (“FVPL”) and are categorised under level 3 of the fair value hierarchy. The judgements and estimates
made in respect of calculating the fair value for these warrants are disclosed further in this section.
xxvi) Share-based payments and share options
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate or the probability of
equity instruments eventually vesting, with a corresponding increase in equity. Fair value is measured using the Black-Scholes
or Monte Carlo pricing model as appropriate, according to the nature of the relevant scheme. The resulting charge to the
Statement of Comprehensive Income requires assumptions to be made regarding future events and market conditions. Due
to the complexity of the Monte Carlo model, the Group utilises a third-party option valuation service to run the simulation.
The number of options expected to vest is adjusted only for expectations of leavers prior to vesting. The impact of the
revision of the original estimates, if any, is recognised in the Statement of Comprehensive Income such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the
goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured
at the fair value of the equity instruments granted, measured at the date the entity obtains the goods, or the counterparty
renders the service.
See note 27 for additional information on these schemes.
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
61
xxvii) Other income
Other income relates to all income not incurred in the ordinary trading activities of the Group.
Rental and related income is recognised on an accruals basis in the period it relates to.
Research and development credits are recognised in the period the benefit is received as that is considered to be the point
at which the amount can be reliably estimated.
Grants are accounted under the accruals model. Grants of a revenue nature are recognised in the Consolidated Statement
of Comprehensive Income in the same period as the related expenditure.
xxviii) Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates, and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates,
and assumptions on historical experience and on other various factors, including expectations of future events, which
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will
seldom equal the related actual results. The judgements, estimates, and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial
year are discussed below.
xxix) Stock and inventory
Stock and work in progress are valued at the lower of cost and net realisable value, after making due allowance for
obsolete and slow moving items. Cost includes all direct expenditure and an appropriate proportion of fixed and variable
overheads.
Work in progress is valued at the lower of cost and net realisable value. Cost includes all direct expenditure and an
appropriate proportion of fixed and variable overheads.
Stock is valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving
items.
xxx) Leases
The Group’s leases primarily relate to properties and office equipment. Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions. Property leases will often include extension and termination
options, open market rent reviews, and uplifts.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the individual lessee company’s incremental borrowing rate considering the duration of the lease.
The lease liability is subsequently measured at amortised cost using the effective interest method, with the finance cost
charged to Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest
on the remaining balance of the liability. It is remeasured when there is a change in future lease payments arising from a
change in index or rate, or if the Group changes its assessment of whether it will exercise an extension or termination option.
The lease liability is recalculated using a revised discount rate if the lease term changes as a result of a modification or
reassessment of an extension or termination option.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred. The right-of-use asset is
typically depreciated on a straight line basis over the lease terms.
Judgements
Useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant,
and equipment and finite life intangible assets. The useful lives could change significantly because of technical innovations
or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or
written down.
62 Malvern International Plc Annual Report and Accounts 2024
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently, if events or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated
in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.
These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and
growth rates of the estimated future cash flows. The specific estimates used in calculating impairment are detailed in note 16.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each
reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal
or value-in-use calculations, which incorporate several key estimates and assumptions. The specific estimates used in
calculating impairment are detailed in note 13.
Evaluation of contract liabilities (deferred income)
The Group reviews the fees raised at the end of relevant periods to evaluate those amounts that cover the future provision
of education not yet delivered to estimate and evaluate the amount of contract liabilities/deferred income to be
recognised in a future period.
Impairment of receivables
The Group and Company reviews the impairment of its financial assets, including the trade receivables balance. The Group
estimates and evaluates impairment methodology using the simplified approach of the expected credit loss model based
on default rate percentage of similar product type assets (provision matrix) and grouping the trade receivables based on
shared characteristics, including line of business.
Classification of items as non-Underlying
The Underlying measures represent trading results before non-Underlying items which are defined in note 11. The Directors
believe that the presentation of the Group’s results in this way is relevant to assist the user in understanding the financial
performance, position, and trends of the Group, as non-Underlying items are identified by virtue of their size, nature, and/
or incidence. This presentation is consistent with the way that financial performance is measured by management and
reported to the Board, the basis of financial measures for senior management’s compensation schemes, and provides
supplementary information that assists the user in understanding the Underlying trading results. In determining whether
an event or transaction is non-Underlying, the Directors consider both quantitative and qualitative factors such as the
nature of the item and the frequency or predictability of occurrence. The decision to classify items as either Underlying or
non-Underlying is judgemental and requires careful consideration to ensure that the accounts provide a useful indicator
of the performance of the Group.
Income taxes
Significant judgement is required in determining the capital allowance, deductibility of certain expenses, and taxability of
certain income during the estimation of the provision for income taxes. There are many transactions and calculations for
which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities
based on estimates of whether additional taxes will be due. Where the final tax outcome is different from the amounts that
were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in
which such determination is made. Judgement is made in the evaluation in respect of the fair value of any deferred tax
asset recognised in respect of taxable losses carried forward.
Warrants
The Group determines the fair value of warrants using appropriate modelling. Judgement is required in determining a model
to use to fair value warrants. Based on the nature of warrants, the Group has determined that the Black-Scholes model is an
appropriate model to use. The specific estimates used in calculating fair value are detailed in note 22.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The resulting charge to the Statement of Comprehensive Income requires
assumptions to be made regarding future events and market conditions. Judgement is required in determining the most
appropriate valuation model and the most appropriate inputs into the model including the level of volatility of the Group’s
share price, market conditions, and the expected life of the option.
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
63
3. Lessee accounting
The Group reviews its lease periods annually and extends periods where a lease extension is reasonably certain or reduces
periods where a lease termination is reasonably certain.
i) Amounts recognised in the Statement of Comprehensive Income:
2024
£
2023
£
Interest expense and similar charges
Interest expense
358,830
(10,836)
Operating and administrative expenses
Depreciation of right-of-use assets
292,344
504,542
Total expensed to Statement of Comprehensive Income
651,174
493,706
ii) Right-of-use assets
At 31 December
2024
£
At 31 December
2023
£
Balance as at the beginning of the year
1,710,534
2,215,076
Depreciation of right-of-use-assets
(292,344)
(504,542)
Accrual release adjustment for Brighton lease
(11,340)
—
Balance as at the end of the year
1,406,850
1,710,534
iii) Lease liabilities
At 31 December
2024
£
At 31 December
2023
£
Current liability
563,460
418,267
Non-current liability
1,532,549
2,086,428
Total liability
2,096,009
2,504,695
iv) Lease payments
The total rent amount payable (excl. VAT) in the year was £579,470 (2023: £553,925). The total amount paid in the year was
£603,635 (2023: £557,017).
4. Revenue
i) Sale of services
2024
£
2023
£
Course fees
13,137,635
9,753,210
Application fees, registration, and examination fees
122,320
170,468
Training fees, course materials, and others
122,307
125,264
Accommodation fees
1,359,978
1,272,898
14,742,240
11,321,840
ii) Agent Commission Income
2024
£
2023
£
Agents Commission Income
1,890,258
936,089
Agent commission is received from a university partner. A significant portion is then passed directly to the Group’s agents.
64 Malvern International Plc Annual Report and Accounts 2024
iii) Segments
The Directors consider that the Group has a single business segment, being the sale of education services. The operations
of the Group are managed centrally with Group-wide functions covering sales and marketing, finance, and administration.
Geographically, operations are all UK-based. Revenue from customers who individually accounted for more than 10% of
total Group revenue amounted to £7,058,850 (2023: £4,366,043).
5. Other income
2024
£
2023
£
Rental income
137,069
32,400
R&D credits*
(19,182)
19,231
Interest income
16,674
—
Other income
1,456
—
136,017
51,631
*
A R&D credit was refunded to HMRC during the year.
6. Staff remuneration and benefits
2024
£
2023
£
Staff* salaries and related costs**
3,488,199
2,557,433
Directors’ remuneration (Executive Directors)
250,001
200,063
Directors’ fees (Non-Executive Directors)
115,000
80,000
Staff training and welfare
43,557
14,609
Pension
44,833
33,734
3,941,590
2,885,839
Share-based remuneration – staff***
3,931
2,659
Share-based remuneration – Directors***
1,020
2,474
4,951
5,133
Highest paid Director
Remuneration and benefits
140,445
111,472
Average number of employees
Number
Number
Lecturers
61
72
Marketing staff
12
22
Operational and administration staff
54
46
127
140
*
Staff here includes both employees and contract staff. While contract staff are not employees, they make up a significant portion of the
total workforce, therefore the staff costs make more sense with contractors included.
**
Salaries and related costs are not inclusive of lecturers.
*** Share-based remuneration expenses related to EMI Options note 27
The average number of employees is calculated based on the number of full or part-time employees on the payroll each
month.
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
65
7. Finance costs
2024
£
2023
£
Interest in leases (IFRS 16)
157,559
147,084
Brighton Interest charge and adjustment for early lease termination
—
(168,170)
Interest in Term Loan
197,292
212,694
Other finance costs
3,979
143
358,830
191,751
8. Operating expenses
2024
£
2023
£
Auditor’s remuneration:
– Fees payable to the Company’s auditor for Statutory audit
67,345
51,675
– Fees payable to the Company’s auditor for Statutory audit of subsidiary company
55,100
37,495
– Non-audit fees for taxation compliance
—
9,500
Consultants fees:
– Non-audit fees for taxation compliance
8,500
—
Administrative and marketing expenses
2,360,413
1,887,783
Expected credit losses – Trade receivables
335,556
181,939
Fair value movement – Warrants
(61,318)
225,518
Fair value movement – Loan write-back
—
(94,216)
2,765,596
2,299,694
9. Income tax
Tax expense attributable to the results is made up of:
2024
£
2023
£
Current year tax
—
—
Deferred taxation charge
(6,077)
(15,256)
(6,077)
(15,256)
66 Malvern International Plc Annual Report and Accounts 2024
The reconciliation of the current year tax expense and the product of accounting profit multiplied by the Statutory tax rate is
as follows:
2024
2023
£
%
£
%
Accounting loss before tax from continuing
operations
(145,054)
(144,782)
Profit/(loss) before tax from discontinued
operations
—
—
Loss for the year before tax
(145,054)
(144,782)
Income tax at the Statutory rate
(36,263)
25.0
(34,023)
23.5
Adjustments of income tax in respect of prior years
Expenses not deductible
1,521
—
Deferred tax asset not recognised
34,742
44,403
Other adjustments in relation to deferred tax
—
(25,535)
Income tax charge
(6,077)
(15,256)
Income tax charge in the Consolidated Statement
of Comprehensive Income
(6,077)
(15,256)
The Group’s income tax liability is subject to agreement by the tax authorities of the respective countries in which the
companies in the Group operate. Temporary differences arising from investment in subsidiary and associated companies are
considered insignificant to the Group.
2024
£
2023
£
Analysis of provision for deferred taxation:
Balance at the beginning of the year*
—
10,279
Deferred taxation for the year
—
(10,279)
Balance at the end of the year
—
—
Deferred tax asset
—
—
Deferred tax liability
—
—
Balance at the end of the year
—
—
*
The deferred tax liability was recognised in 2019 in Communicate English School.
The Group has tax losses in excess of £8.13m (2023: £5.66m) which are available to offset against future profits.
10. Loss per share
The basic and diluted Statutory loss per share attributable to equity holders of the Company is based on the Statutory loss
attributable to shareholders of £151,131 (2023: Statutory loss of £160,038). The weighted average number of ordinary shares
in issue during the year is 24,442,400 shares (2023: 24,442,400 shares). The Statutory loss per share (in pence) before income
tax charge attributed to shareholders is 0.59 (2023: Statutory loss per share of 0.59).
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
67
11. Reconciliation of Statutory information to Underlying information
Underlying information is provided because the Directors consider that it provides assistance in understanding the Group’s
underlying performance. Further details in relation to APMs are contained within note 2.
The following table includes details of non-Underlying items and reconciles Statutory information to Underlying information:
2024
Sale of
services
£
Agent
Commission
Income
£
Revenue
£
Direct
costs
£
Gross
profit
£
Operating
profit
£
Finance
costs
£
(Loss)/Profit
before tax
£
Statutory results
14,742,240
1,890,258 16,632,498 (9,531,006)
7,101,492
213,776
(358,830)
(145,054)
Malvern House Brighton(a)
316
—
316
36,214
36,530
(24,931)
(3,696)
(28,628)
Share-based payments(b)
—
—
—
—
—
(4,951)
—
(4,951)
Warrants(c)
—
—
—
—
—
61,318
—
61,318
Staff restructure
payments(e)
—
—
—
—
—
(42,110)
—
(42,110)
Underlying results
14,741,924
1,890,258 16,632,182 (9,567,220)
7,064,962
224,450
(355,134)
(130,684)
2023
Sale of
services
£
Agent
Commission
Income
£
Revenue
£
Direct
costs
£
Gross
profit
£
Operating
profit
£
Finance
costs
£
(Loss)/Profit
before tax
£
Statutory results
11,321,840
936,089 12,257,929
(6,536,647)
5,721,283
46,969
(191,751)
(144,782)
Malvern House Brighton(a)
671,767
—
671,767
(451,195)
220,572
(325,392)
168,170
(157,222)
Share-based payments(b)
—
—
—
—
—
(5,133)
—
(5,133)
Warrants(c)
—
—
—
—
—
(225,518)
—
(225,518)
Loan write-back(d)
—
—
—
—
—
97,265
—
97,265
Underlying results
10,650,073
936,089 11,586,162
(6,085,452)
5,500,711
505,747
(359,921)
145,826
(a) Malvern House Brighton
During the year, the Malvern House Brighton was closed. The decision was made following a review of the viability of the
school, informed by current operations, overhead costs, projected student numbers, financial performance, and the further
investment required for the school to achieve profitability, which it had yet to do.
(b) Share-based payments
The Company has an Enterprise Management Incentive share option scheme for certain Directors and employees. Under
the scheme, participants have been awarded options to acquire up to a prescribed level of shares.
(c) Warrants
As part of the Term Loan, BOOST & Co. was issued warrants over 1,840,949 shares. These warrants are exercisable at the Strike
Price at any time over the following ten years since the inception of Term Loan in August 2019. The warrants are revalued at
fair value annually, any movement is expensed in the Consolidated Statement of Comprehensive Income.
(d) Loan write-off
A loan associated with the Group’s past business activities in Malaysia was written off during the prior year.
(e) Staff restructure payments
The management of the Group are completing a staff review to ensure that we are using our resources as efficiently as
possible.
68 Malvern International Plc Annual Report and Accounts 2024
12. Property, plant, and equipment
Classroom
and office
equipment
Equipment and property
Right-of-use
assets property
Total
£
£
£
Cost
Opening balance, 1 Jan 2023
421,721
3,544,655
3,966,376
Additions
58,184
—
58,184
Disposals
(1,320)
—
(1,320)
Closing balance, 31 Dec 2023
478,585
3,544,655
4,023,240
Additions
27,598
—
27,598
Write-off during 2024**
(363,478)
(395,898)
(759,376)
Disposals
—
—
—
Closing balance, 31 Dec 2024
142,705
3,148,757
3,291,462
Accumulated depreciation
Opening balance, 1 Jan 2023
391,059
1,329,579
1,720,638
Charge for the year
19,216
323,529
342,745
Disposals
—
181,013
181,013
Closing balance, 31 Dec 2023
410,275
1,834,121
2,244,396
Charge for the year
24,383
303,684*
328,067
Write-off during 2024**
(363,478)
(395,898)
(759,376)
Closing balance, 31 Dec 2024
71,180
1,741,907
1,813,087
Net book value
At 31 December 2024
71,525
1,406,850
1,478,375
At 31 December 2023
68,310
1,710,534
1,778,844
*
The Lease in Brighton terminated in March 2024. The accrual adjustment only impacts the Depreciation expenses and Accruals and not
the Accumulated Depreciation. The ROU and lease liability have been adjusted in December 2023 to give the effect of the termination.
**
Assets which are fully depreciated are written off from the books of accounts. However, assets are still in use.
13. Intangible assets
Development
assets
£
Acquisition costs
Opening balance, 1 Jan 2024
—
Addition
16,080
Closing balance, 31 Dec 2024
16,080
Accumulated amortisation
Opening balance, 1 Jan 2024
—
Amortisation
—
Closing balance, 31 Dec 2024
—
Net book value on 31 Dec 2024
16,080
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
69
14. Investment in subsidiary companies
Company
2024
£
2023
£
Investment in subsidiaries
Unquoted equity shares, at cost
As at the beginning of the year
7,681,847
7,681,847
As at the end of the year
7,681,847
7,681,847
Provision against the cost of investment in subsidiaries
As at the beginning of the year
6,262,497
6,262,497
As at the end of the year
6,262,497
6,262,497
Net book value at the end of the year
1,419,350
1,419,350
The Company owns 100% ordinary share capital of the following companies:
Communicate English School Limited (UK).
Malvern HE Partnerships Limited.
Malvern House Group Limited (UK).
Malvern House International Limited (UK) is 100% owned by Malvern House Group Limited.
The registered address for all of the above companies is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom,
WA14 2DT.
For the purpose of Malvern House Group Limited, the Group has decided to take advantage of parental corporate
guarantees under s479A of the Companies Act, allowing entities to take audit exemptions and present unaudited Statutory
financial statements.
In liquidation
Malvern International Academy Pte Ltd (Singapore).
Malvern Language Academy Pte Ltd (Singapore).
15. Goodwill
2024
£
2023
£
Cost
Balance as at the beginning of the year
1,419,350
1,419,350
Balance as at the end of the year
1,419,350
1,419,350
Goodwill arose on the acquisition of Communicate English School Limited in 2018. Annual impairment reviews are
undertaken each year using discounted future cash flows to ensure the carrying value is recoverable.
The recoverable amount of this cash-generating unit is in excess of the carrying value of £1,419,350, therefore no impairment
is required. The following assumptions were used to calculate the amount recoverable:
•
Discounted Cash Flow model produced modelling cashflow for Communicate over five years
•
Terminal value applied to cash flow from year 6 onwards
•
Discount rate of 13.75% (2023: 10%) applied reflecting the WACC of the Group
•
Dynamic growth rate applied, ranging from 6% (2023: 6%) in 2026, reflecting additional growth of the anticipated
bounce-back from lockdown impacted trade, to 3% (2023: 3%) annual growth at the end of the five-year time horizon,
consistent with industry data
•
Sensitivities around the model: a 0.1% (2023: 0.1%) increase in the discount rate has an impact of approximately £62k
(2023: £34k) in headroom
70 Malvern International Plc Annual Report and Accounts 2024
16. Trade receivables
2024
£
2023
£
Trade receivables
791,743
440,541
On 31 December 2024, the exposure to credit risk for trade receivables was as follows:
2024
£
2023
£
Trade receivables are denominated in the following currencies:
UK – Pound Sterling
791,743
440,541
2024
£
2023
£
Not yet due and not impaired
42,974
74,598
Past due but not impaired
– Past due 0 to 3 months
525,567
267,781
– Past due 3 to 6 months
125,388
31,134
– Past due over 6 months
97,814
67,028
791,743
440,541
Impaired trade receivables
206,048
200,231
Less: Allowances for impairment loss
(206,048)
(200,231)
791,743
440,541
A reconciliation of changes in the record of impairments of receivables is provided below.
2024
£
2023
£
Balance at the beginning of the year
200,231
223,347
Movement in the year
5,817
(23,116)
Balance as at the end of the year
206,048
200,231
Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with
the Group, and a failure to make contractual payments for a period of greater than 120 days past due.
These are no contract assets within trade and other receivables.
17. Other receivables and prepayments
Group
Company
2024
£
2023
£
2024
£
2023
£
Rent deposits
36,500
36,500
—
—
Prepayments and accrued income
1,463,060
850,481
85,925
88,946
Other debtors
66,387
32,013
45,811
27,539
1,565,947
918,994
131,736
116,485
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
71
18. Cash and cash equivalents
Group
Company
2024
£
2023
£
2024
£
2023
£
Cash and cash equivalents
1,391,605
2,196,499
4,733
2,273
19. Trade payables
Group
Company
2024
£
2023
£
2024
£
2023
£
Trade payables
1,462,756
1,495,664
88,310
96,730
20. Contract liabilities
Contract liabilities are deferred revenue representing amounts billed on account of revenues where performance obligations
have not been met for recognition of revenue. Contract liabilities relate to course fees received in advance and recognised in
the Statement of Comprehensive Income based on classes and examinations conducted in the subsequent financial year.
The amount of £2,460,265 recognised in contract liabilities at the beginning of the period has been recognised as revenue for
the year ended 31 December 2024.
2024
£
2023
£
Contract liabilities
3,080,256
2,460,265
2024
£
Opening balance
2,460,265
Deferred income recognised during the year
(2,460,265)
Course fees received in respect of subsequent financial year
3,080,256
Closing balance
3,080,256
21. Other payables and accruals
Group
Company
2024
£
2023
£
2024
£
2023
£
Other payables
256,574
204,457
162,800
94,629
Payroll Tax and Other Statutory Liabilities
453,508
335,389
71,700
54,687
Accrued expenses
1,189,111
983,207
58,255
35,465
1,899,193
1,523,053
292,755
184,781
72 Malvern International Plc Annual Report and Accounts 2024
22. Financial liabilities
Group
Company
2024
£
2023
£
2024
£
2023
£
Non-current liabilities
Term Loan
1,023,238
1,811,784
992,282
1,765,039
Warrants
353,963
415,281
353,963
415,281
Lease liabilities
1,532,549
2,086,428
—
—
2,909,750
4,313,493
1,346,245
2,180,320
Current liabilities
Term Loan
670,763
313,484
653,515
296,236
Lease liabilities
563,460
418,267
—
—
Trade and other payables
1,462,756
1,495,664
88,310
96,730
2,696,979
2,227,415
741,825
392,966
Total
5,606,729
6,540,908
2,088,070
2,573,286
Term Loan
In August 2019, Malvern received a Term Loan from BOOST&Co. for £2,600,000. This loan originally carried an interest rate
as the higher of (a) 10% per annum, or (b) 8% per annum plus LIBOR. The loan was restructured in March 2022, the new
terms includes a twelve-month payment and interest holiday with monthly payments commencing from March 2023 over a
five-year period, with the interest being set at 7% for the first two years and 10% for the subsequent three years. There are no
early repayment penalties on this facility.
During 2020, the Group took advantage of the Government-backed Bounce Back Loan Scheme (“BBLS”), benefiting
from a total of £100,000 to be repaid over a six-year period with a 2.5% fixed rate of interest. The first twelve months of this
lending facility are free of any obligation to pay capital or interest. The balance outstanding at 31 December 2024 is £48,203
(2023: £63,993).
Warrants
As part of the Term Loan, BOOST&Co. were issued warrants over 1,840,949 shares. These warrants are exercisable at the Strike
Price at any time over the following ten years since the inception of the Term Loan in August 2019.
As at the date of the financial position, the Group has fair valued these warrants at £353,963 (2023: £415,281). The following
estimates were used to calculate this fair value:
•
Annualised volatility of 65% (2023: 83%), which is consistent with a lifetime and post COVID-19 adjustment. This is a
reduction on last year but the pandemic related volatility can now be viewed as an outlier and not consistent with the
expected long-term evolution of the share price
•
Maturity of 56 months applied, reflecting the duration over which BOOST&Co. could exercise these warrants
•
Risk free rate of 4.014% (2023: 3.64%), being the Yield on UK five-year Government bonds
•
Strike price of £0.10 for the share warrants issued in 2019 and 2020 and strike price of £0.106 for warrants issued thereafter
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
73
23. Share capital
Allotted, called up, and fully paid
No. of ordinary
shares
Nominal value of
ordinary shares
No. of deferred
shares
Nominal value of
deferred shares
Nominal value of
all shares
At 31 December 2023
0.1p ordinary shares and 0.1p,
1p & 5p deferred shares
24,442,400
244,424
3,025,620,350
11,079,475
11,323,899
Additions during the year
—
—
—
—
—
At 31 December 2024
0.1p ordinary shares and 0.1p,
1p & 5p deferred shares
24,442,400
244,424
3,025,620,350
11,079,475
11,323,899*
*
Excludes the accumulated share-based payment balance. The share-based payments are booked in to equity under Other Reserves for
£17,141 (2023: £12,190).
The Company has an Enterprise Management Incentive share option scheme for certain Directors and employees.
24. Reserves
The Company has the following types of reserves:
(i) Share premium reserve
2024
£
2023
£
Balance as at the beginning of the year
6,797,950
6,797,950
Issue of new shares
—
—
Balance as at the end of the year
6,797,950
6,797,950
The share premium reserve arises where shares have been issued at a price more than the nominal value of 1p less any costs of
the issue.
(ii) Retained earnings
Group
Company
2024
£
2023
£
2024
£
2023
£
At the beginning of the year
(21,895,871)
(21,762,885)
(22,694,047)
(20,617,212)
Tax adjustments from prior year
4,559
27,052
—
—
Loss for the year
(151,131)
(160,038)
(2,042,440)
(2,076,835)
At the end of the year
(22,042,443)
(21,895,871)
(24,736,487)
(22,694,047)
Retained earnings represent the accumulated surplus or deficit of distributable reserves.
25. Related party transactions
Details of key management personnel and Directors’ fees and emoluments were as follows:
2024
£
2023
£
Key management personnel
Directors’ remuneration:
– Salaries and bonuses
250,000
200,063
– Directors’ fees
115,000
80,000
– Share-based payments
1,020
2,474
366,020
282,537
74 Malvern International Plc Annual Report and Accounts 2024
26. Financial instruments
Financial risk management objectives and policies
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an
acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually
monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is
achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group’s activities.
The Group holds the following financial instruments:
Notes
Pound Sterling
2024
Financial assets at amortised cost
Cash and cash equivalent
18
1,391,605
Trade receivables
16
791,743
Other debtors
17
1,565,947
Total financial assets
3,749,295
Financial liabilities at amortised cost
Trade and other payables
19
1,462,756
Borrowings
22
1,694,001
Lease liabilities
22
2,096,009
Financial liabilities at FVPL
Warrants
22
353,963
Total financial liabilities
5,606,729
Net position
(1,857,434)
2023
Financial assets at amortised cost
Cash and cash equivalent
18
2,196,499
Trade receivables
16
440,541
Other debtors
17
918,995
Total financial assets
3,556,035
Financial liabilities at amortised cost
Trade and other payables
19
1,495,664
Borrowings
22
2,125,268
Lease liabilities
22
2,504,695
Financial liabilities at FVPL
Warrants
22
415,281
Total financial liabilities
6,540,908
Net position
(2,984,873)
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
75
(i) Credit risk
Exposure to the credit risks are monitored on an ongoing basis. The Group does not require collateral in respect of financial
assets.
The carrying amount of trade and other receivables and related party balances and cash represent the Group’s maximum
exposure to credit risk. Cash and cash balances are placed with reputable financial institutions. Therefore, credit risk arises
mainly from the inability of customers to make payments when due. 16% (2023: 34%) of the Group’s account receivables
are made up of individual students, 84% (2023: 66%) relates to large funding organisations such as universities. All trading
activities are concentrated in Europe. The analysis of aging debtors is provided in note 16.
(ii) Liquidity risk
The Group seeks to adopt a prudent liquidity risk management by maintaining sufficient cash and having adequate
amounts of credit facilities. Due to the nature of the Group’s operations, the Group aims at maintaining flexibility in funding
by keeping committed credit facilities available.
The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group and
Company can be required to pay.
On demand or
within 1 year
£
Within 2 to
10 years
£
2024
Trade payables
1,462,756
—
Other payables and accruals
1,899,193
—
Term Loan
670,763
1,023,238
Lease liabilities
563,460
1,532,549
Warrants
—
353,963
Total
4,596,172
2,900,750
2023
Trade payables
1,495,664
—
Other payables and accruals
1,523,053
—
Term Loan
313,484
1,811,784
Lease liabilities
418,267
2,086,428
Warrants
—
415,281
Total
3,750,468
4,313,493
(iii) Foreign currency risk
The Group’s investments in overseas subsidiaries and associated companies which have been closed/discontinued after
announcement in August 2020 and therefore group exposure is no longer a material risk. The differences arising from
such translation are recorded under the foreign currency translation reserve. The Group does not use derivative financial
instruments to hedge against the volatility associated with foreign currency transactions as the Directors believe that the risks
arising from fluctuations in foreign currency exchange rates are not significant.
76 Malvern International Plc Annual Report and Accounts 2024
(iv) Interest rate risk
The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s bank overdraft facility and
Term Loan. A change in interest rate at the reporting date would not materially affect income or reserves. For 2024, there
was none to report.
The tables below set out the Group’s exposure to interest rate risks. Included in the tables are the assets and liabilities at
carrying amounts, categorised by the earlier of contractual repricing or maturity dates.
Fixed rate
interest bearing
£
Non-interest
bearing
£
Total
£
At 31 December 2024
Assets
Trade and other receivables
—
2,357,690
2,357,690
Cash and bank balances
—
1,391,605
1,391,605
Total assets
—
3,749,295
3,749,295
At 31 December 2024
Liabilities
Trade and other payables
—
3,361,949
3,361,949
Borrowings
1,694,001
—
1,694,001
Lease liabilities
2,096,009
—
2,096,009
Warrants
—
353,963
353,963
Total liabilities
3,790,010
3,715,912
7,505,922
At 31 December 2023
Assets
Trade and other receivables
—
1,359,535
1,359,535
Cash and bank balances
—
2,196,499
2,196,499
Total assets
—
3,556,034
3,556,034
At 31 December 2023
Trade and other payables
—
3,018,716
3,018,716
Borrowings
2,125,268
—
2,125,268
Lease liabilities
2,504,695
—
2,504,695
Warrants
—
415,281
415,281
Total liabilities
4,629,963
3,433,997
8,063,960
(v) Fair values of financial assets and financial liabilities
The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables, and short-term
borrowings approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
The fair values of other financial assets and liabilities are as disclosed in the respective notes.
Notes to the Financial Statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
77
(vi) Reconciliation of liabilities arising from financing activities
CASH
NON-CASH
1 January
2024
Additional
loan
Net
financing
cash flows
Interest
paid
Fair
value
movement
Reclassified
Pre-
payment
component
Unwinding
of interest
31 December
2024
Term Loan
2,125,268
22,336
(515,002)
(140,726)
—
(65,940)
4,831
263,234
1,694,001
Warrants
415,280
—
—
—
(61,318)
—
—
—
353,962
IFRS 16 – Lease
Liability
2,504,695
—
(554,360)
—
—
(8,188)
—
153,862
2,096,009
CASH
NON-CASH
1 January
2023
Additional
loan
Net
financing
cash flows
Interest
paid
Fair
value
movement Reclassified
Pre-
payment
component
Unwinding
of Interest
31 December
2023
Term Loan
2,489,149
43,679
(373,734)
1,790
(94,216)
—
—
58,600
2,125,268
Warrants
189,762
—
—
—
225,518
—
—
—
415,280
IFRS 16 – Lease
Liability
3,075,518
—
(557,017)
—
—
(187,072)
—
173,266
2,504,695
(vii) Capital risk management policies and objectives
The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the
Group consists of debt, cash and bank balances, and equity attributable to holders of ordinary shares of the Company
comprising issued capital, other reserves, and retained earnings as disclosed in the financial statements. The Board of
Directors reviews the capital structure regularly and at the minimum on a yearly basis.
The Group monitors its debt-to-equity ratio which is calculated as follows.
Group
Company
2024
£
2023
£
2024
£
2023
£
Loans
1,694,001
2,125,268
1,645,798
2,061,275
Lease liabilities
2,096,009
2,504,695
—
—
Total debt
3,790,010
4,629,963
1,645,798
2,061,275
Less: Cash and cash equivalents
(1,391,605)
(2,196,499)
(4,733)
(2,273)
Net debt
2,398,405
2,433,463
1,641,065
2,059,002
Total equity
(3,903,453)
(3,761,832)
(6,597,497)
(4,560,008)
Debt to equity
0.61
0.65
0.25
0.45
Financial assets are disclosed in notes 16 to 18. The Group’s principal financial assets are bank balances, trade, and
other receivables.
Loan covenants
The Group’s does not have any specific financial covenants to comply with its major debt provider.
78 Malvern International Plc Annual Report and Accounts 2024
27. Share-based payments and share options
The Company has an Enterprise Management Incentive share option scheme for certain directors and employees. Under
the scheme, participants have been awarded options to acquire up to a prescribed level of shares following a three-year
vesting period if the Company’s share price has met the pre-determined target conditions. There are two market-based
conditions, each accounting for 50% of the share options awarded to the employee. In addition, the mid-market share
price of the Company on the AIM Market of the London Stock Exchange, must stay at or above the exercise price, for 40
consecutive business days.
The Group used the Black-Scholes valuation framework for all share options awarded pre-2024. These options have also
been valued using the Monte Carlo valuation method to validate the reasonableness of the results. The results from the
Monte Carlo valuation were not considered materially different from the Black-Scholes valuation.
The inputs into the Black-Scholes model as at 31 December 2024 are as follows:
Grant date
EMI Options
Exercise
price
(pence)
Strike
price on
grant date
(pence)
Vesting
period
(years)
Expected
volatility
Risk free
rate
Fair value
Deemed
probability
of achieving
market
condition
02/12/2020
308,750
50
15
3
12.30%
0.35%
0.34
5.02%
02/12/2020
308,750
90
15
3
12.30%
0.35%
0.74
0.37%
18/01/2022
60,000
50
15
3
11.98%
0.35%
0.35
5.30%
18/01/2022
60,000
90
15
3
11.98%
0.35%
0.75
0.37%
01/09/2022
223,750
60
22
3
10.45%
0.26%
0.38
1.10%
01/09/2022
223,750
110
22
3
10.45%
0.26%
0.87
0.00%
As with options containing performance-based market targets, the probability of achieving the set condition is factored into
the determination of the value. These will not be re-measured at subsequent reporting dates.
The vesting probabilities presented are products of lognormal distribution modelling over a three-year period to determine
the likelihood of the vesting condition being reached, based off the scaled mean and standard deviation from a prior
365-day period.
The Group has used the Monte Carlo valuation framework for all share options awarded in 2024.
The inputs into the Monte Carlo model as at 31 December 2024 are as follows:
Grant date
EMI Options
Hurdles
(pence)
Strike
price on
grant date
(pence)
Expiry
(years)
Volatility
Option
price
(pence)
Share
price
(pence)
30/11/2022
192,500
60
10
5
50%
2.93
12
30/11/2022
192,500
110
10
5
50%
1.34
12
15/11/2023
143,750
115
23.5
5
70%
10.4
24.5
15/11/2023
143,750
150
23.5
5
70%
10.4
24.5
11/10/2024
244,717
115
18
5
66%
6.6
18
11/10/2024
244,717
150
18
5
66%
5.6
18
For options with hurdles, early exercise is assumed to take place as soon as the 40-day hurdle requirement is triggered after
the three-year vesting period. The Monte Carlo simulation uses 50,000 iterations to enhance the accuracy of the predicted
outcome.
Notes to the financial statements continued
STRATEGIC REPORT
OVERVIEW
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
79
Year ended 31 December 2024
Number of
options
Weighted
average
strike price
Outstanding at 1 January 2024
2,140,000
17.01p
Granted during the year
489,434
18p
Exercised during the year
—
—
Forfeited during the year
(382,500)
—
Outstanding at 31 December 2024
2,246,934
19.70p
Exercisable
—
—
Of the options outstanding at 31 December 2024, 670,000 (2023: 860,000) options have an exercise price of 15 p, 415,000
(2023: 567,500) options have an exercise price of 22 p, 385,000 (2023: 425,000) options have an exercise price of 10 p, 287,500
(2023: 287,500) options have an exercise price of 23.5 p and 489,434 (2023: 0) options have an exercise price of 18 p.
The aggregate charge for share options recognised in the Group financial statements in the year was £4,951 (2023: £5,133).
28. Subsequent events
Malvern International Plc has entered into new long-term partnerships with the University of Wolverhampton and the
University of Cumbria post year end 2024.
80 Malvern International Plc Annual Report and Accounts 2024
Shareholder information
Registered office
3rd Floor
1 Ashley Road
Altrincham
Cheshire
WA14 2DT
Head office
200 Pentonville Road
London
N1 9JP
Website
www.malverninternational.com
Registered number
05174452
Listing information
AIM:MLVN
Date of Annual General Meeting
11 June 2025
Advisers and registrars
Nominated adviser and broker
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Solicitors
Knights Plc
Two St Peter’s Square
Manchester
M2 3AA
Auditor
Cooper Parry Group Limited
Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
Registrar
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Shareholder enquiries
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interest to investors, including: latest news, press releases,
and Annual Reports. For further information please contact
info.plc@malvernplc.com
Company information