Company registration number 11552365 (England and Wales)
CHATSWORTH TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
CHATSWORTH TOPCO LIMITED
COMPANY INFORMATION
Directors
T Ashlin
A Delaney
F Knipe
W Colvin
R Berry
(Resigned 6 June 2023)
Company number
11552365
Registered office
Part Of Crimea Office
Former Estate Office At The Great Tew Estate
Great Tew
Chipping Norton
Oxfordshire
United Kingdom
OX7 4AH
Auditor
Azets Audit Services
Carnac Place
Cams Hall Estate
Portsmouth
Hampshire
PO16 8UY
Bankers
Barclays Bank PLC
2 Churchill Place
London
United Kingdom
E14 5RB
Solicitors
Clyde & Co LLP
The St Botolph Building
138 Houndsditch
London
United Kingdom
EC3A 7AR
CHATSWORTH TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11 - 12
Company statement of financial position
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 35
CHATSWORTH TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
- 1 -

The directors present the strategic report for the year ended 31 August 2023.

Strategy and principal activities

Chatsworth Schools’ strategy is to build a portfolio of outstanding independent schools and nurseries. The leadership team works closely with the schools and nurseries to enable each to be independent whilst upholding the group's values and ethos and to improve the learning and outcomes for all its children. The principal activity of the group during the year was the provision of pre-primary, primary and secondary education, and provision of services to those schools.

Principal risks and uncertainties

The principal risks can be broadly split into operational, financial and strategic categories.

Operational risks relate to the schools being compliant in all areas. The risk is mitigated by having dedicated central staff with great experience across all Health and Safety and HR as well as policies and procedures required by regulating bodies. The ability to attract new and retain existing pupils as a risk is mitigated by ensuring that the school continues to present an attractive proposition in the community it serves.

Financial risks include managing the collection of fees from parents. This risk is mitigated by pro-actively communicating and working with parents to ensure that fees are collected in a timely manner.

Strategic risks relate to the group being able to identify, fund and complete new acquisitions. This risk is mitigated by proactively sourcing and reviewing potential acquisitions and having a seasoned team and industry advisors to complete deals.

Developments

There have not been any material developments during the financial year.

 

Financial performance

The financial results for the year are shown in the consolidated statement of comprehensive income on page 10 of these financial statements.

 

The key financial and other performance indicators during the period were as follows:

 

 

2023

2022

 

Actual pupils

1,590

1,517

Full time equivalent staff

378

366

Turnover

26,348,928

21,462,416

Gross profit/(loss)

7,560,819

5,933,988

Profit /(loss) for the financial year

(8,437,435)

(5,572,485)

Tangible fixed assets

13,272,109

10,994,056

Shareholder funds including preference shares

862,513

949,949

 

 

Turnover represents tuition fees plus income charged for non-tuition services.

 

CHATSWORTH TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 2 -
S172 Statement

The Directors, in line with their duties under s172 of the Companies Act 2006, act individually and collectively in the way they consider, in good faith, what would be most likely to promote the success of the Company for the benefit of its members as a whole.

 

Chatsworth Schools has a clear purpose which is to nurture and promote the learning and welfare of every child in its care. With the aim being to enable them to be successful, complete citizens of the future.

 

The Directors promotes a culture of upholding the highest standards of business conduct and regulatory conduct. The Directors ensure these core values are communicated to the Company’s employees and embedded in the Company’s policies and procedures, employee induction and training programmes and its risk control and oversight framework. The Directors recognise that building strong and lasting relationships with our stakeholders will help us to deliver our strategy in line with our long-term values, and operate a sustainable business.

 

The Company considers its stakeholders to include parents, pupils, staff, suppliers, banks and members. Engagement with stakeholders is through a variety of forms. These include regular agenda driven meetings for a variety of groups including head teachers, school senior leadership teams, school department staff, central support staff, independent governor meetings, school parent evenings, school parent association meetings and events and board meetings. Engagement with staff, parents and pupils is also conducted through regular surveys. Periodic reviews of services enables engagement with suppliers.

 

The Company has key staff designated to work with the schools and the senior leaderships teams of the schools covering learning and teaching, enhanced learning, integrated learning and technology, estates and facilities, marketing and admissions as well as finance. These staff regularly visit and liaise closely with the key personnel in each school and nursery. These key staff provide a monthly report for inclusion in the Directors board reporting pack, as well as weekly term time meetings of these key staff with executive Directors to discuss key issues.

 

Each school and nursery provides a report on a monthly basis for inclusion in the Directors board reporting pack that also highlights issues regarding safeguarding, compliance and health and safety.

On behalf of the board

F Knipe
Director
29 August 2024
CHATSWORTH TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 August 2023.

Principal activities

The principal activity of the group during the year was the provision of pre-primary, primary and secondary education, and provision of services to those schools.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

T Ashlin
R Berry
(Resigned 6 June 2023)
A Delaney
F Knipe
W Colvin
Directors' insurance

Directors' indemnity insurance, indemnifying each director against liability to third parties, has been in place throughout the year ended 31 August 2023 and up to the date of approval of this report.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

CHATSWORTH TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 4 -
Exposure to Financial Risks

The group has an acquisition loan facility with Investec Bank plc which incurs interest based on SONIA interest rate. Currently the group does not have any SONIA interest rate hedging.

The group’s income is generated predominantly from individuals and a small proportion from local authorities. The group manages the credit risk by naturally having a large number of individuals who are customers rather than a concentration, also the group manages credit control closely and works with individuals as appropriate when credit risk may be relevant. With regards local authorities the group works closely with them and ensures that the requirements for payments are met.

The majority of the groups cost base is staff costs which are reviewed annually and compared to the relevant market. Rent payments are also a significant proportion of the group’s cost and the majority of the leases have price increases with fixed floor and ceiling limits. Other costs are managed through supplier engagement and market testing prices.

Future developments

The group continues to invest in the schools in both the physical buildings, as well as in IT infrastructure and capability. A number of schools have required significant investment in infrastructure due to a lack of investment in prior years, especially prior to acquisition. Similarly there has been investment in IT capability, which has been highlighted by the need to provide remote learning during periods of lockdown.

The group expects to continue with significant investment in physical buildings as well as IT capability for the foreseeable future to catch up the prior years of under investment and also to enable the learning environment and experience to be up to date.

The group continues to seek to grow through both acquisitions of new schools and also increasing capacity in selected existing schools.

Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company and the group will be put at a General Meeting.

Carbon reporting

None of the company’s UK subsidiaries are large companies and, therefore, are not obliged to report under the SECR regulations. Accordingly, the company has excluded the data from these companies from its report. The parent company consumes less than 40MWh of energy per year and is, therefore, exempt from providing full disclosure in this directors’ report’.

 

CHATSWORTH TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 5 -
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) and in accordance with FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
F Knipe
Director
29 August 2024
CHATSWORTH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CHATSWORTH TOPCO LIMITED
- 6 -
Opinion

We have audited the financial statements of Chatsworth Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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, 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.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group’s and the parent company’s business model including effects arising from macro-economic uncertainties such as the cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group’s and the parent company’s financial resources or ability to continue operations over the going concern period.

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 group’s and the parent 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.

CHATSWORTH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHATSWORTH TOPCO LIMITED
- 7 -

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 contained within 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 our audit:

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

CHATSWORTH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHATSWORTH TOPCO LIMITED
- 8 -

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 a 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 instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

CHATSWORTH TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CHATSWORTH TOPCO LIMITED
- 9 -

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 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Reilly ACCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
29 August 2024
Chartered Accountants
Statutory Auditor
Carnac Place
Cams Hall Estate
Portsmouth
Hampshire
PO16 8UY
CHATSWORTH TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023
- 10 -
2023
2022
Notes
£
£
Revenue
4
26,348,928
21,462,416
Cost of sales
(18,788,109)
(15,528,428)
Gross profit
7,560,819
5,933,988
Administrative expenses
(10,111,470)
(7,899,684)
Other operating income
425,125
775,922
Exceptional items
3
(144,611)
(135,332)
Operating loss
5
(2,270,137)
(1,325,106)
Finance costs
9
(5,566,475)
(4,247,379)
Loss before taxation
(7,836,612)
(5,572,485)
Tax on loss
10
(600,823)
-
0
Loss for the financial year
24
(8,437,435)
(5,572,485)
Total comprehensive income for the year is all attributable to the owners of the parent company.
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 AUGUST 2023
31 August 2023
- 11 -
2023
2022
Notes
£
£
£
£
Non-current assets
Goodwill
11
17,943,066
15,922,642
Negative goodwill
11
(162,385)
(192,836)
Net goodwill
17,780,681
15,729,806
Other intangible assets
11
13
10
Total intangible assets
17,780,694
15,729,816
Property, plant and equipment
12
13,272,109
10,994,056
31,052,803
26,723,872
Current assets
Inventories
15
1,061
5,354
Trade and other receivables
17
10,194,297
6,242,362
Cash and cash equivalents
4,086,297
6,725,178
14,281,655
12,972,894
Current liabilities
18
(18,436,640)
(16,206,725)
Net current liabilities
(4,154,985)
(3,233,831)
Total assets less current liabilities
26,897,818
23,490,041
Non-current liabilities
19
(55,627,701)
(44,424,144)
Provisions for liabilities
Deferred tax liability
21
686,680
-
0
(686,680)
-
Net liabilities
(29,416,563)
(20,934,103)
Equity
Called up share capital
23
935
960
Share premium account
24
861,578
948,989
Capital redemption reserve
24
35
35
Retained earnings
24
(30,279,111)
(21,884,087)
Total equity
(29,416,563)
(20,934,103)
CHATSWORTH TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 AUGUST 2023
31 August 2023
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
29 August 2024
F Knipe
Director
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2023
31 August 2023
- 13 -
2023
2022
Notes
£
£
£
£
Non-current assets
Non-current amounts owed by group undertakings
17
28,613,090
25,547,402
Investments
13
1
1
28,613,091
25,547,403
Current assets
-
-
Current liabilities
18
(55,225)
(10,000)
Net current liabilities
(55,225)
(10,000)
Total assets less current liabilities
28,557,866
25,537,403
Non-current liabilities
19
(27,720,506)
(24,600,555)
Net assets
837,360
936,848
Equity
Called up share capital
23
935
960
Share premium account
24
861,578
948,989
Capital redemption reserve
24
35
35
Retained earnings
24
(25,188)
(13,136)
Total equity
837,360
936,848

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £54,463 (2022 - £31,572 loss).

The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
29 August 2024
F Knipe
Director
Company Registration No. 11552365
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 14 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 September 2021
945
934,004
35
(16,311,602)
(15,376,618)
Year ended 31 August 2022:
Loss and total comprehensive income for the year
-
-
-
(5,572,485)
(5,572,485)
Issue of share capital
23
15
14,985
-
-
15,000
Balance at 31 August 2022
960
948,989
35
(21,884,087)
(20,934,103)
Year ended 31 August 2023:
Loss and total comprehensive income for the year
-
-
-
(8,437,435)
(8,437,435)
Own shares acquired
-
-
-
(45,000)
(45,000)
Reduction of shares
23
(25)
-
-
-
(25)
Other movements
-
(87,411)
-
87,411
-
Balance at 31 August 2023
935
861,578
35
(30,279,111)
(29,416,563)
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
- 15 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 September 2021
945
934,004
35
18,436
953,420
Year ended 31 August 2022:
Loss and total comprehensive income for the year
-
-
-
(31,572)
(31,572)
Issue of share capital
23
15
14,985
-
-
15,000
Balance at 31 August 2022
960
948,989
35
(13,136)
936,848
Year ended 31 August 2023:
Loss and total comprehensive income for the year
-
-
-
(54,463)
(54,463)
Own shares acquired
-
-
-
(45,000)
(45,000)
Reduction of shares
23
(25)
-
-
-
(25)
Other movements
-
(87,411)
-
87,411
-
Balance at 31 August 2023
935
861,578
35
(25,188)
837,360
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
2,514,897
1,791,803
Investing activities
Purchase of intangible assets
(4)
-
Purchase of property, plant and equipment
(8,079,851)
(2,738,038)
Proceeds on disposal of property, plant and equipment
-
853
Investments
-
(1)
Net cash used in investing activities
(8,079,855)
(2,737,186)
Financing activities
Issue of shares
-
15,000
Interest paid
(970,484)
(4,203,538)
Other financial costs
(183,135)
(59,130)
Other long term financing reserves
6,925,356
4,943,456
Net cash generated from financing activities
5,771,737
695,788
Net increase/(decrease) in cash and cash equivalents
206,779
(249,595)
Cash and cash equivalents at beginning of year
1,524,015
1,773,610
Cash and cash equivalents at end of year
1,730,794
1,524,015
Relating to:
Cash at bank and in hand
4,086,297
6,725,178
Bank overdrafts included in creditors payable within one year
(2,355,503)
(5,201,163)
The notes on pages 16 to 34 form part of these financial statements.
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
- 17 -
1
Accounting policies
Company information

Chatsworth Topco Limited (“the company”) is a private limited company domiciled and incorporated in England. The registered office is Part Of Crimea Office, Former Estate Office At The Great Tew Estate, Great Tew, Chipping Norton, Oxfordshire, United Kingdom, OX7 4AH.

 

The group consists of Chatsworth Topco Limited and all of its subsidiaries.

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.

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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 18 -

The consolidated group financial statements consist of the financial statements of the parent company Chatsworth Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 August 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

When preparing these Financial Statements, the Directors have assessed the Group’s ability to continue as a going concern considering the continued losses and the net liability position shown on the balance sheet at the year end.

The Directors have made their assessment based on the preparation of a long-term cash flow projection, incorporating assumptions to cover the potential impact of the introduction of VAT. The projection is based on a number of key assumptions including pupil numbers, fee rates, staffing costs, operating costs and capital expenditure timing.

The Directors also consider the impact key sensitivities on the cash flow and any appropriate mitigations, which includes the timing of capital expenditure as a key impact on cash flow.

The Directors regularly review the management accounts and the forward budgeting process is commenced significantly in advance of the new financial year. The various funding sources available to the Group are regularly monitored and regular communication is maintained with the external providers.

The Directors are of the opinion that no material uncertainty exists in relation to the Group’s ability to continue as a going concern for a period of 12 months from the date of approving these financial statements and therefore the accounts are prepared on a going concern basis.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 19 -
1.4
Revenue

Revenue is recognised when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the company’s activities are met as follows:

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Tuition fees are recognised at the fair value of the consideration received or receivable for services provided in the normal course of business when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Amounts invoiced in advance are deferred and carried forward within other payables, whilst amounts due but not yet received in the year are shown within other receivables.

 

Other income is recognised in the period it is receivable and to the extent the company has provided the goods or services.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets - goodwill

Goodwill represents the difference between the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an positive or negative asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least 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.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Business intellectual property
10% straight line
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 20 -
1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Freehold buildings
5% straight line
Leasehold buildings
5% straight line
Leasehold work in progress
5% straight line
Office equipment
20% straight line
Fixtures and fittings
6.67% straight line
IT Equipment and software
25% straight line
Motor vehicles
10% straight line
Library books
10% straight line
Furniture
10% straight line
Other assets
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

1.8
Non-current investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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 group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 21 -
1.10
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

 

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 22 -
1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. The group also contribute to the Teachers' Pension Scheme which is a defined benefit scheme treated as a defined contribution scheme under the multi-employer exemption in FRS 102. Therefore, the company recognises a cost equal to its contributions payable for the period.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 23 -
1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group, but are presented separately due to their size or incidence.

1.19

Finance costs

Finance costs are expenses that are presented separately on the profit and loss account and are in relation to interest payable. These costs are recognised in profit or loss in the period in which they are incurred.

2
Judgements and key sources of estimation uncertainty

The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are detailed below.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful economic life of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimates of useful economic lives and residual values of assets. The useful economic lives are reviewed annually and amended where necessary.

Impairment of intangible assets and goodwill

The Group considers whether intangible assets and/or goodwill are impaired. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The Group has made the decision not to impair the investment value and goodwill in Beau Peeps Nurseries Ltd which has ceased to trade post year end.

Impairment of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the ageing profile of debtors, relationship with the debtors and historical experience.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 24 -
3
Exceptional item
2023
2022
£
£
Expenditure
Exceptional other costs, including pre-acquisition bad debt write offs
146,542
136,186
Exceptional loss/(profit) on the disposal of fixed assets
(1,931)
(854)
144,611
135,332
4
Revenue
2023
2022
£
£
Revenue analysed by class of business
Provision of educational services
26,348,928
21,462,416
5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging:
Depreciation of owned property, plant and equipment
1,005,518
781,620
Amortisation of intangible assets
2,658,206
2,298,340
Operating lease charges
1,808,761
1,445,961
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management
3
3
-
-
Staff
513
432
-
-
Total
516
435
-
0
-
0
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
6
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
13,600,978
11,483,257
-
0
-
0
Social security costs
1,311,926
1,091,983
-
-
Pension costs
642,343
478,762
-
0
-
0
15,555,247
13,054,002
-
0
-
0
7
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,500
10,800
Audit of the financial statements of the company's subsidiaries
67,500
82,800
75,000
93,600
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
773,874
713,235
Company pension contributions to defined contribution schemes
24,418
21,390
798,292
734,625
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022 - 4).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
268,433
266,388
Company pension contributions to defined contribution schemes
7,073
6,867

The Directors are deemed to be the key management personnel.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 26 -
9
Finance costs
2023
2022
£
£
Other interest on financial liabilities
5,543,796
4,247,379
Other interest
22,679
-
Total finance costs
5,566,475
4,247,379
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(103,224)
-
0
Deferred tax
Origination and reversal of timing differences
704,047
-
0
Total tax charge
600,823
-
0

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(7,836,612)
(5,572,485)
Expected tax credit based on the standard rate of corporation tax in the UK of 21.52% (2022: 19.00%)
(1,278,101)
(1,058,772)
Tax effect of expenses that are not deductible in determining taxable profit
726,892
675
Permanent depreciation and amortisation difference
184,807
96,152
Other permanent differences
-
376,257
Under/(over) provided in prior years
(389,746)
-
Movement in deferred tax not recognised
1,356,971
585,688
Taxation charge
600,823
-

At the year end the unused tax losses totalled £1,346,354, there is no expiry date in relation to these losses.

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 27 -
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Business intellectual property
Total
£
£
£
£
Cost
At 1 September 2022
24,096,953
(304,510)
15
23,792,458
Additions
4,798,212
-
0
4
4,798,216
Disposals
(150,644)
-
0
-
0
(150,644)
At 31 August 2023
28,744,521
(304,510)
19
28,440,030
Amortisation and impairment
At 1 September 2022
8,174,311
(111,674)
5
8,062,642
Amortisation charged for the year
2,688,656
(30,451)
1
2,658,206
Disposals
(61,512)
-
0
-
0
(61,512)
At 31 August 2023
10,801,455
(142,125)
6
10,659,336
Carrying amount
At 31 August 2023
17,943,066
(162,385)
13
17,780,694
At 31 August 2022
15,922,642
(192,836)
10
15,729,816
The company had no intangible fixed assets at 31 August 2023 or 31 August 2022.
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 28 -
12
Property, plant and equipment
Group
Freehold buildings
Leasehold buildings
Leasehold work in progress
Office equipment
Fixtures and fittings
IT Equipment and software
Motor vehicles
Library books
Furniture
Other assets
Total
Cost
£
£
£
£
£
£
£
£
£
£
£
At 1 September 2022
7,614,661
1,611,013
1,274,354
767,908
1,431,744
1,388,028
61,419
20,552
129,971
33,835
14,333,485
Additions
883,903
177,743
987,850
281,493
680,085
683,009
-
0
-
0
33,053
21,640
3,748,776
Disposals
(246,997)
-
0
(630)
-
0
-
0
(241,542)
-
0
-
0
(1,216)
(6,682)
(497,067)
At 31 August 2023
8,251,567
1,788,756
2,261,574
1,049,401
2,111,829
1,829,495
61,419
20,552
161,808
48,793
17,585,194
Depreciation and impairment
At 1 September 2022
1,145,295
178,887
-
0
624,199
549,538
750,638
11,586
6,102
52,427
20,757
3,339,429
Depreciation charged in the year
373,473
82,797
-
0
119,321
107,188
295,908
6,142
2,056
13,225
5,408
1,005,518
Eliminated in respect of disposals
(1,385)
-
0
-
0
-
0
-
0
(30,428)
-
0
-
0
(49)
-
(31,862)
At 31 August 2023
1,517,383
261,684
-
0
743,520
656,726
1,016,118
17,728
8,158
65,603
26,165
4,313,085
Carrying amount
At 31 August 2023
6,734,184
1,527,072
2,261,574
305,881
1,455,103
813,377
43,691
12,394
96,205
22,628
13,272,109
At 31 August 2022
6,469,366
1,432,126
1,274,354
143,709
882,206
637,390
49,833
14,450
77,544
13,078
10,994,056
The company had no property, plant and equipment at 31 August 2023 or 31 August 2022.
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 29 -
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1
1
Movements in non-current investments
Company
Shares in group undertakings
£
Cost
At 1 September 2022 and 31 August 2023
1
Carrying amount
At 31 August 2023
1
At 31 August 2022
1
14
Subsidiaries

Details of the company's subsidiaries at 31 August 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Chatsworth Midco Limited
See below
Education services
Ordinary shares
100.00
Chatsworth Bidco Limited
See below
Education services
Ordinary shares
100.00
Chatsworth Schools (Pattison College) Limited
See below
Education services
Ordinary shares
100.00
Chatsworth Schools (Village Prep) Limited
See below
Education services
Ordinary shares
100.00
The Marylebone Village Nursery Limited
See below
Education services
Ordinary shares
100.00
Chatsworth Schools (HSW) Limited
See below
Education services
Ordinary shares
100.00
Chartsworth Opco 1 Limited
See below
Education services
Ordinary shares
100.00
Benedict House School Limited
See below
Education services
Ordinary shares
100.00
Bassetsbury Manor School Limited
See below
Education services
Ordinary shares
100.00
Griffin House School Limited
See below
Education services
Ordinary shares
100.00
Swinbrook House Nursery Schools Limited
See below
Education services
Ordinary shares
100.00
Beau Peeps Nurseries Limited
See below
Education services
Ordinary shares
100.00
Chatsworth Schools (Highfield Preparatory) Ltd
See below
Education services
Ordinary shares
100.00
Chatsworth Newco 4 Limited T/A Tiny Toes
See below
Education services
Ordinary shares
100.00
Beech Hall Schools (UK) Limited
See below
Education services
Ordinary shares
100.00
Riverston Group Limited
See below
Holding company
Ordinary shares
100.00
Riverston Schools (UK) Limited
See below
Education services
Ordinary shares
100.00
Riverston Properties Limited
See below
Dormant
Ordinary shares
100.00
Beech Hall School Limited
See below
Education services
Ordinary shares
100.00
Riverston School Limited
See below
Dormant
Ordinary shares
100.00
Broughton Manor Prep School Ltd
See below
Education services
Ordinary shares
100.00
Blenheim Schools Limited
See below
Dormant
Ordinary shares
100.00
Shares in Chatsworth Midco Limited are held directly, all other investments are held indirectly.
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
14
Subsidiaries
(Continued)
- 30 -

Registered office addresses (all UK unless otherwise indicated):

All:
Part Of Crimea Office Former Estate Office At The Great Tew Estate, Great Tew, Chipping Norton, England, OX7 4AH
15
Inventories
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
1,061
5,354
-
0
-
0
16
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
8,939,681
5,488,572
n/a
n/a
Cash at bank and in hand
4,086,297
6,725,178
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
62,187,397
52,801,029
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

 

 

 

17
Trade and other receivables
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade receivables
8,697,722
5,255,794
-
0
-
0
Other receivables
299,640
247,214
-
0
-
0
Prepayments and accrued income
1,196,935
723,695
-
0
-
0
10,194,297
6,226,703
-
-
Deferred tax asset (note 21)
-
0
15,659
-
0
-
0
10,194,297
6,242,362
-
-
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
28,613,090
25,547,402
Total debtors
10,194,297
6,242,362
28,613,090
25,547,402
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 31 -
18
Current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
2,355,503
5,201,163
-
0
-
0
Obligations under finance leases
25,335
45,602
-
0
-
0
Other borrowings
20
157,090
1,776
-
0
-
0
Trade payables
1,299,838
878,609
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
55,225
10,000
Corporation tax payable
183,301
262,138
-
0
-
0
Other taxation and social security
328,112
280,374
-
-
Deferred income
11,365,531
7,287,328
-
0
-
0
Other payables
1,865,288
1,556,890
-
0
-
0
Accruals and deferred income
856,642
692,845
-
0
-
0
18,436,640
16,206,725
55,225
10,000
19
Non-current liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
16
16
16
16
Other payables
55,627,685
44,424,128
27,720,490
24,600,539
55,627,701
44,424,144
27,720,506
24,600,555

A legal charge was created on 25 October 2019 by Investec Bank PLC by means of a fixed and floating charge over the property and undertakings of the company.

20
Borrowings
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank overdrafts
2,355,503
5,201,163
-
0
-
0
Preference shares
16
16
16
16
Synova Capital Fund III LP loan note
38,208,488
33,964,824
27,720,490
24,600,539
Previous owner SHL loan
3,653,548
-
-
-
Investec Bank PLC loan
13,815,768
10,365,576
-
-
Management Investor Loan
106,987
95,520
-
0
-
0
58,140,310
49,627,099
27,720,506
24,600,555
Payable within one year
2,512,609
5,202,955
-
0
-
0
Payable after one year
55,627,701
44,424,144
27,720,506
24,600,555
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 32 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
459,187
-
-
-
Investment property
227,493
-
-
-
Deferred tax asset on acquisition of subsidiary
-
-
-
15,659
686,680
-
-
15,659
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 September 2022
(15,659)
-
Charge to profit or loss
702,339
-
Liability at 31 August 2023
686,680
-
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
642,343
478,762

At the year end, there was £216,333 (2022 - £77,900) payable which is included within creditors.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 0.1p each
800,000
800,000
775
800
Ordinary B of 0.1p each
160,000
160,000
160
160
960,000
960,000
935
960
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
23
Share capital
(Continued)
- 33 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference of 0.0001p each
15,822,836
15,822,836
16
16
Preference shares classified as liabilities
16
16

 

24
Reserves
Share premium

The share premium account represents amounts paid over and above the nominal value of the shares that have been issued.

Retained Earnings

The profit and loss account represents all accumulated net gains and losses.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares which have been purchased by the group.

Ordinary shares

Share capital represents the nominal value of share that have been issued.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
1,745,579
1,429,925
-
-
Between two and five years
6,260,385
5,793,354
-
-
In over five years
35,058,969
33,758,771
-
-
43,064,933
40,982,050
-
-
CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 34 -
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of property, plant and equipment
-
815,241
-
-
27
Events after the reporting date

The UK Government has published a technical note in respect of the implementation of independent school fees being brought into the scope of VAT, there is a consultation period on the technical note with a current proposed commencement date of 1 January 2025.

Chatsworth Schools (HSW) Ltd

Since the year end, in September 2023, Chatsworth Schools (HSW) Ltd acquired The London Acorn School which is a nursery school for boys and girls aged from 3 to 11 years of age in Morden London.

28
Controlling party

The parent company of Chatsworth Topco Limited is Synova Capital GP 5 Limited and the ultimate parent is Synova Capital Fund III LP. The registered office address of the ultimate parent is 55 Wells Street, London, W1T 3PT.

 

29
Parental guarantee exemption

The below companies are entitled to, and have taken advantage of, the exemption for audit available under section 479A of the Companies Act 2006 relating to subsidiary companies. In order for the subsidiary to claim this exemption, the parent Company must guarantee all outstanding liabilities that the subsidiaries are subject to at the year end under section 479A. Accordingly, the Company guarantee all outstanding liabilities as at 31 August 2023.

Beau Peeps Nurseries Ltd             08704657

Beech Hall Schools (UK) Limited        10971401

Chatsworth Opco 1 Limited        04973126

Riverston Group Limited             02505250

Riverston Properties Limited        09112166

Riverston School Limited             09675838

Swinbrook House Nursery Schools Limited    11239146

The Marylebone Village Nursery Limited    07701938

CHATSWORTH TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023
- 35 -
30
Cash generated from group operations
2023
2022
£
£
Loss for the year
(8,437,435)
(5,572,485)
Adjustments for:
Finance costs
5,566,475
4,248,444
Amortisation and impairment of intangible assets
2,658,206
2,298,340
Depreciation and impairment of property, plant and equipment
1,005,518
781,620
Other exceptional items
87,202
78,510
Movements in working capital:
Decrease in inventories
4,293
3,474
(Increase)/Decrease in trade and other receivables
(3,197,447)
(610,474)
Increase/(Decrease) in trade and other payables
749,882
(41,347)
Increase in deferred income
4,078,203
605,721
Cash generated from operations
2,514,897
1,791,803
31
Analysis of changes in net debt - group
1 September 2022
Cash flows
31 August 2023
£
£
£
Cash at bank and in hand
6,725,178
(2,638,881)
4,086,297
Bank overdrafts
(5,201,163)
2,845,660
(2,355,503)
1,524,015
206,779
1,730,794
Borrowings excluding overdrafts
(44,425,920)
(11,358,871)
(55,784,791)
Obligations under finance leases
(45,602)
20,267
(25,335)
(42,947,507)
(11,131,825)
(54,079,332)
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