Registered number: 09242692
QV EDUCATION (GROUP) LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 AUGUST 2023
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QV EDUCATION (GROUP) LIMITED
REGISTERED NUMBER: 09242692
BALANCE SHEET
AS AT 31 AUGUST 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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.
The notes on pages 3 to 9 form part of these financial statements.
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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
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Basis of preparation of financial statements
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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:
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Exemption from preparing consolidated financial statements
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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.
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.
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.
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
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Current and deferred taxation
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
2.Accounting policies (continued)
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.
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Provisions for liabilities
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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.
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The average monthly number of employees, including directors, during the year was 6 (2022 - 7).
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Investments in subsidiary companies
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Accruals and deferred income
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Repayable other than by instalments
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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%.
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Tax losses carried forward
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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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.
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Weighted average exercise price (pence)
2023
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Weighted average exercise price
(pence)
2022
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Outstanding at the beginning of the year
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Exercised during the year
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Outstanding at the end of the year
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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.
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QV EDUCATION (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
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Related party transactions
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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.
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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.
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.
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