Company registration number NI038642 (Northern Ireland)
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 24 FEBRUARY 2024
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
PR Hepburn
(Appointed 4 July 2023)
PK Johnstone
(Appointed 26 February 2024)
Secretary
Resolis Limited
Company number
NI038642
Registered office
The Soloist Building
1 Lanyon Place
Belfast
BT1 3LP
Auditor
Grant Thornton (NI) LLP
Chartered Accountants and Statutory Auditors
12-15 Donegall Square West
Belfast
BT1 6JH
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 12
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 1 -
The directors present their annual report and financial statements for the year ended 24 February 2024.
Principal activities
The principal activity of the company continued to be that of a Holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
PR Hepburn
(Appointed 4 July 2023)
MA Donn
(Resigned 22 November 2023)
Christopher Solley
(Resigned 22 November 2023)
J McDonagh
(Appointed 31 May 2023 and resigned 26 February 2024)
Mr Eamon O'Hare
(Resigned 4 July 2023)
Mr Patrick Duffy
(Resigned 4 July 2023)
PK Johnstone
(Appointed 26 February 2024)
Auditor
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Post Balance Sheet Events
There are no post balance sheet events requiring disclosure.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 2 -
Small companies exemption
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006
On behalf of the board
PR Hepburn
Director
23 July 2024
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
- 3 -
Opinion
We have audited the financial statements of Belfast Educational Services (Holdings) Limited, which comprise the Statement of comprehensive income, the Balance sheet for the financial year ended 24 February 2024, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 24 February 2024 and of its financial performance for the financial year then ended; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report . The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, 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.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
- 4 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has 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 company and its environment we have obtained in the course of the audit, we have not identified material misstatements in 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 financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were were not entitled to take advantage of the small companies' exemption from the requirement to prepare a strategic report or in preparing the directors' report.
Responsibilities of directors
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
- 5 -
Auditors' responsibilities for the audit of the financial statements
The objectives of an auditor 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 their 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.
A further description of an auditor's 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non compliance with laws and regulations related to compliance with Data Privacy law, Employment Law, Environmental Regulations, and Health and Safety laws, and we considered the extent to which non compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non compliance and whether they have knowledge of any actual, suspected or alleged fraud;
inspection of the company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
gaining an understanding of the internal controls established to mitigate risk related to fraud;
discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
challenging assumptions and judgements made by management in their significant accounting estimates, including estimating useful lives of tangible fixed assets and allowance for the impairment of bad debt; and
review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
- 6 -
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the 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 company's members those matters we are required to state to them in an auditors' 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Louise Kelly
Senior Statutory Auditor
For and on behalf of Grant Thornton (NI) LLP
23 July 2024
Chartered Accountants
Statutory Auditor
Chartered Accountants and Statutory Auditors
12-15 Donegall Square West
Belfast
BT1 6JH
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 7 -
2024
2023
£
£
Interest receivable and similar income
90,000
795,000
Profit before taxation
90,000
795,000
Tax on profit
Profit for the financial year
90,000
795,000
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
BALANCE SHEET
AS AT 24 FEBRUARY 2024
24 February 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
3,000
3,000
Current assets
Debtors
5
795,000
Net current assets
795,000
Net assets
3,000
798,000
Capital and reserves
Called up share capital
3,000
3,000
Profit and loss reserves
795,000
Total equity
3,000
798,000
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 July 2024 and are signed on its behalf by:
PR Hepburn
Director
Company registration number NI038642 (Northern Ireland)
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 25 February 2022
3,000
270,000
273,000
Year ended 24 February 2023:
Profit and total comprehensive income
-
795,000
795,000
Dividends
-
(270,000)
(270,000)
Balance at 24 February 2023
3,000
795,000
798,000
Year ended 24 February 2024:
Profit and total comprehensive income
-
90,000
90,000
Dividends
-
(885,000)
(885,000)
Balance at 24 February 2024
3,000
3,000
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 10 -
1
Accounting policies
Company information
Belfast Educational Services (Holdings) Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is The Soloist Building, 1 Lanyon Place, Belfast, BT1 3LP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical
accounting estimates. It also requires management to exercise judgment in applying the Company's
accounting policies (see note 2).
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 24 FEBRUARY 2024
1
Accounting policies
(Continued)
- 11 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
2
Judgements and key sources of estimation uncertainty
There have been no significant judgements or estimates required by management in the preparation of the
financial statements, other than those discussed in the accounting policies above.
3
Employees
The Company has no employees other than directors, who did not receive any remuneration (2023 £nil).
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
3,000
3,000
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
795,000
BELFAST EDUCATIONAL SERVICES (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 24 FEBRUARY 2024
- 12 -
6
Parent company
The immediate controlling party of Belfast Educational Services (Holdings) Limited is BES PPP Limited, a company registered in Northern Ireland, due to ownership of 67% of the issued share capital of Belfast Educational Services (Holdings) Limited. The accounts for BES PPP Limited can be obtained from Companies House.
There is no ultimate controlling party of Belfast Educational Services (Holdings) Limited.
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