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Registered number: 09242692









QV EDUCATION (GROUP) LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 AUGUST 2023

 
QV EDUCATION (GROUP) LIMITED
REGISTERED NUMBER: 09242692

BALANCE SHEET
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
1,797,272
1,797,372

  
1,797,272
1,797,372

Current assets
  

Debtors: amounts falling due within one year
 5 
3,903,851
1,365,309

Cash at bank and in hand
  
1,637,188
206,254

  
5,541,039
1,571,563

Creditors: amounts falling due within one year
 6 
(1,478,275)
(73,271)

Net current assets
  
 
 
4,062,764
 
 
1,498,292

Total assets less current liabilities
  
5,860,036
3,295,664

Creditors: amounts falling due after more than one year
 7 
(836,867)
(380,211)

  

Net assets
  
5,023,169
2,915,453


Capital and reserves
  

Called up share capital 
  
3,461,037
2,299,650

Share premium account
  
1,117,854
668,855

Profit and loss account
  
444,278
(53,052)

  
5,023,169
2,915,453


Page 1

 
QV EDUCATION (GROUP) LIMITED
REGISTERED NUMBER: 09242692
    
BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 February 2024.




J Polansky
Director

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

1.


General information

QV Education (Group) Limited is a ompany incorporated in the United Kingdom under the Companies Act. The company is a private company limited by shares and is registered in England and Wales. The address of the Registered Office is 1 The Green, Richmond, Surrey TW9 1PL.
The financial statements are presented in pound sterling (£) which is the functional currency of the company and rounded to the nearest pound.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Finance costs

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

Page 3

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.5

Borrowing costs

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

 
2.6

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 4

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.


3.


Employees

The average monthly number of employees, including directors, during the year was 6 (2022 - 7).


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 September 2022
1,797,372


Additions
387,847


Disposals
(387,947)



At 31 August 2023
1,797,272




Page 5

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
2,497,743
1,364,908

Other debtors
-
401

Deferred taxation
1,406,108
-

3,903,851
1,365,309



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
-
56,264

Other creditors
-
14,367

Accruals and deferred income
1,478,275
2,640

1,478,275
73,271



7.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
-
380,211

Amounts owed to group undertakings
830,162
-

Accruals and deferred income
6,705
-

836,867
380,211


The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:

2023
2022
£
£


Repayable other than by instalments
836,867
-

The repayment date of the amount repayable other than by installments is 1 July 2029. Interest is accruing  at a rate of EURIBOR 6 month plus 5.25%.

Page 6

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

8.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
-
56,265

Amounts falling due 1-2 years

Bank loans
-
380,211



-
436,476



9.


Deferred taxation




2023


£






Charged to profit or loss
1,406,108



At end of year
1,406,108

The deferred tax asset is made up as follows:

2023
2022
£
£


Tax losses carried forward
1,406,108
-

1,406,108
-

Page 7

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

10.


Share-based payments

On 31 July 2023, the following options were exercised:
EMI options
381,250 at a price of £1 per share
62,500 at a price of £1.90 per share
Unapproved options
281,250 at £1 per share
436,387 at 1.90 per share
The shares in the company were sold for £5.72466 per share on 31 July 2023.
PAYE of £1,379,517 was paid on the exercise of the Unapproved Options.
The difference between the exercise price and market value of the EMI Option shares was £2,040,318.

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

1.39

1,161,387

1.39
 
1,161,387
 
Exercised during the year

1.39

(1,161,387)

-
 
-
 
Outstanding at the end of the year
1.39

-

1.39
 
1,161,387
 





11.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £23,131 (2022 - £33,124) . Contributions totalling £Nil (2022 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.

Page 8

 
QV EDUCATION (GROUP) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

12.


Related party transactions

In the year ended 31 August 2023 the company received management charges from its subsidiary QV Education Limited, of £323,950 (2022 - £285,400) and from its former subsidiary Conifers QV Limited £22,000 (2022 - £34,200).
As at 31 August 2023 the Company was due £1,060,585 from QV Education Limited (2022 - £1,049,062). 
As at 31 August 2023, the Company owed £830,162 to its immediate parent company, QV Bidco Ltd. Accruals includes £6,705 in interest accrued on the loan from QV Bidco Limited. 
As at 31 August 2023, the Company was owed £1,437,158 by its immediate parent company, QV Bidco Ltd in respect of costs paid on its behalf.
During the year the Company sold its shares in a subsidiary at a loss of £387,943. The purchaser was a company whose shareholders included directors of the Company, as well as some of its former shareholders.


13.


Controlling party

The Company is a wholly owned subsidiary of QV Bidco Limited whose Registered Office is 1 The Green, Richmond, Surrey, TW9 1PL.
The smallest and largest company for which the Group accounts are drawn up and which the Company is included is: PN VII Holdco S.à r.l. (Société à Responsabilité Limitée) The registered office is located at 18, rue Dicks, L-1417 Luxembourg.
Copies of the Group financial statements, which include the Company are available from the above address.


14.


Auditors' information

The auditors' report on the financial statements for the year ended 31 August 2023 was unqualified.

The audit report was signed on 1 March 2024 by Richard Rhodes (Senior statutory auditor) on behalf of Feltons.

 
Page 9