Education Abroad Holdings Limited
Annual Report and Financial Statements
For the year ended 30 April 2023
Company Registration No. 13321169 (England and Wales)
Education Abroad Holdings Limited
Company Information
Directors
C W Harned
(Appointed 30 November 2023)
J Spitzer
(Appointed 23 July 2024)
Company number
13321169
Registered office
2 New Bailey
6 Stanley Street
Salford
Greater Manchester
United Kingdom
M3 5GS
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Education Abroad Holdings Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 24
Education Abroad Holdings Limited
Directors' Report
For the year ended 30 April 2023
Page 1

The directors present their annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activity of the company and group continued to be that of providing education to foreign university students.

Directors

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

S M Finch
(Appointed 15 May 2023 and resigned 23 July 2024)
C W Harned
(Appointed 30 November 2023)
A C Knappich
(Appointed 30 November 2023 and resigned 30 November 2023)
J Spitzer
(Appointed 23 July 2024)
B Boubek
(Resigned 30 November 2023)
C Brennan
(Resigned 30 November 2023)
Results and dividends
Auditor

The auditor, Moore Kingston Smith, is deemed to be reappointed under section 487(2) 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 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.

Education Abroad Holdings Limited
Directors' Report (Continued)
For the year ended 30 April 2023
Page 2
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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
J Spitzer
Director
10 April 2025
Education Abroad Holdings Limited
Independent Auditor's Report
To the Members of Education Abroad Holdings Limited
Page 3
Opinion

We have audited the financial statements of Education Abroad Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, 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

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 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.

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.

Education Abroad Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Education Abroad Holdings Limited
Page 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:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and its environment 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 where 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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Education Abroad Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Education Abroad Holdings Limited
Page 5
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Education Abroad Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Education Abroad Holdings Limited
Page 6

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. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Rebecca Shields (Senior Statutory Auditor)
for and on behalf of
10 April 2025
Chartered Accountants
Statutory Auditor
Education Abroad Holdings Limited
Group Statement of Comprehensive Income
For the year ended 30 April 2023
Page 7
2023
2022
Notes
$
$
Turnover
2
10,141,251
-
Cost of sales
(9,731,774)
(5,616,611)
Gross profit/(loss)
409,477
(5,616,611)
Administrative expenses
(6,356,018)
(4,428,601)
Other operating income
111,742
93,734
Operating loss
(5,834,799)
(9,951,478)
Interest payable and similar expenses
(1,930)
(553)
Loss before taxation
(5,836,729)
(9,952,031)
Tax on loss
3,778
(74,312)
Loss for the financial year
(5,832,951)
(10,026,343)
Other comprehensive income
Currency translation gain taken to retained earnings
192,985
-
0
Total comprehensive income for the year
(5,639,966)
(10,026,343)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Education Abroad Holdings Limited
Group Balance Sheet
As at 30 April 2023
Page 8
2023
2022
Notes
$
$
$
$
Fixed assets
Intangible assets
4
463,674
618,232
Tangible assets
5
197,266
227,199
660,940
845,431
Current assets
Debtors
8
4,964,282
2,098,401
Cash at bank and in hand
241,052
281,916
5,205,334
2,380,317
Creditors: amounts falling due within one year
9
(8,400,371)
(3,311,162)
Net current liabilities
(3,195,037)
(930,845)
Total assets less current liabilities
(2,534,097)
(85,414)
Creditors: amounts falling due after more than one year
10
(13,132,112)
(9,940,829)
Net liabilities
(15,666,209)
(10,026,243)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(15,666,309)
(10,026,343)
Total equity
(15,666,209)
(10,026,243)

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 10 April 2025 and are signed on its behalf by:
10 April 2025
J  Spitzer
Director
Education Abroad Holdings Limited
Company Balance Sheet
As at 30 April 2023
30 April 2023
Page 9
2023
2022
Notes
$
$
$
$
Fixed assets
Intangible assets
4
328,226
437,634
Tangible assets
5
-
0
2,367
Investments
6
452,544
452,544
780,770
892,545
Current assets
Debtors
8
548,632
124,707
Cash at bank and in hand
221,190
233,475
769,822
358,182
Creditors: amounts falling due within one year
9
(1,186,065)
(1,080,182)
Net current liabilities
(416,243)
(722,000)
Total assets less current liabilities
364,527
170,545
Creditors: amounts falling due after more than one year
10
(6,355,220)
(2,423,453)
Net liabilities
(5,990,693)
(2,252,908)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(5,990,793)
(2,253,008)
Total equity
(5,990,693)
(2,252,908)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $3,753,587 (2022 - $2,253,008 loss).

The financial statements were approved by the board of directors and authorised for issue on 10 April 2025 and are signed on its behalf by:
10 April 2025
J  Spitzer
Director
Company Registration No. 13321169 (England and Wales)
Education Abroad Holdings Limited
Group Statement of Changes in Equity
For the year ended 30 April 2023
Page 10
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 8 April 2021
-
0
-
0
-
Year ended 30 April 2022:
Loss and total comprehensive income for the year
-
(10,026,343)
(10,026,343)
Issue of share capital
100
-
100
Balance at 30 April 2022
100
(10,026,343)
(10,026,243)
Year ended 30 April 2023:
Loss for the year
-
(5,832,951)
(5,832,951)
Other comprehensive income:
Currency translation differences
-
192,985
192,985
Total comprehensive income for the year
-
(5,639,966)
(5,639,966)
Balance at 30 April 2023
100
(15,666,309)
(15,666,209)
Education Abroad Holdings Limited
Company Statement of Changes in Equity
For the year ended 30 April 2023
Page 11
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 8 April 2021
-
0
-
0
-
Year ended 30 April 2022:
Loss and total comprehensive income for the year
-
(2,253,008)
(2,253,008)
Issue of share capital
100
-
100
Balance at 30 April 2022
100
(2,253,008)
(2,252,908)
Year ended 30 April 2023:
Loss for the year
-
(3,753,587)
(3,753,587)
Other comprehensive income:
Currency translation differences
-
15,802
15,802
Total comprehensive income for the year
-
(3,737,785)
(3,737,785)
Balance at 30 April 2023
100
(5,990,793)
(5,990,693)
Education Abroad Holdings Limited
Group Statement of Cash Flows
For the year ended 30 April 2023
Page 12
2023
2022
Notes
$
$
$
$
Cash flows from operating activities
Cash (absorbed by)/generated from operations
13
(40,339)
1,021,126
Interest paid
(1,930)
(553)
Income taxes refunded/(paid)
3,830
(472)
Net cash (outflow)/inflow from operating activities
(38,439)
1,020,101
Investing activities
Purchase of business
-
(222,216)
Purchase of intangible assets
-
(225,748)
Purchase of tangible fixed assets
(195,536)
(290,321)
Proceeds from disposal of tangible fixed assets
126
-
Net cash used in investing activities
(195,410)
(738,285)
Financing activities
Proceeds from issue of shares
-
100
Net cash (used in)/generated from financing activities
-
100
Net (decrease)/increase in cash and cash equivalents
(233,849)
281,916
Cash and cash equivalents at beginning of year
281,916
-
0
Effect of foreign exchange rates
192,985
-
0
Cash and cash equivalents at end of year
241,052
281,916
Education Abroad Holdings Limited
Notes to the Group Financial Statements
For the year ended 30 April 2023
Page 13
1
Accounting policies
Company information

Education Abroad Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS.

 

The group consists of Education Abroad Holdings 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 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 US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest dollar.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Business combinations

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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Education Abroad Holdings 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 30 April 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.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 14

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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 excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an 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 five 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
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 15

Depreciation 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:

Land and buildings Leasehold
over the life of the lease
Leasehold improvements
over the life of the lease
Fixtures, fittings & equipment
over 10 years on a straight line basis
Computer equipment
over 3 years on a straight line basis

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 profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 16
1.8
Impairment of fixed 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

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.

1.9
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.

1.10
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 balance sheet 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 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.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 17
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 creditors, 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 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.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 18
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
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.

1.12
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 profit and loss account 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 profit and loss account, 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.

Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 19
1.13
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 fixed 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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

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.

2
Turnover
2023
2022
$
$
Turnover analysed by provision of education service
Provision of educational services
10,141,251
-
2023
2022
$
$
Turnover analysed by geographical market
UK
8,464,305
-
Australia
1,676,946
-
10,141,251
-
3
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
Total
35
17
9
6
Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
Page 20
4
Intangible fixed assets
Group
Goodwill
$
Cost
At 1 May 2022 and 30 April 2023
772,790
Amortisation and impairment
At 1 May 2022
154,558
Amortisation charged for the year
154,558
At 30 April 2023
309,116
Carrying amount
At 30 April 2023
463,674
At 30 April 2022
618,232
Company
Goodwill
$
Cost
At 1 May 2022 and 30 April 2023
547,042
Amortisation and impairment
At 1 May 2022
109,408
Amortisation charged for the year
109,408
At 30 April 2023
218,816
Carrying amount
At 30 April 2023
328,226
At 30 April 2022
437,634
Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
Page 21
5
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
$
$
$
Cost
At 1 May 2022
171,347
121,657
293,004
Additions
126,221
69,315
195,536
Disposals
(160,490)
(49,651)
(210,141)
At 30 April 2023
137,078
141,321
278,399
Depreciation and impairment
At 1 May 2022
34,418
31,387
65,805
Depreciation charged in the year
20,478
29,268
49,746
Eliminated in respect of disposals
(34,418)
-
0
(34,418)
At 30 April 2023
20,478
60,655
81,133
Carrying amount
At 30 April 2023
116,600
80,666
197,266
At 30 April 2022
136,929
90,270
227,199
Company
Plant and machinery etc
$
Cost
At 1 May 2022 and 30 April 2023
2,367
Depreciation and impairment
At 1 May 2022
-
0
Depreciation charged in the year
2,367
At 30 April 2023
2,367
Carrying amount
At 30 April 2023
-
0
At 30 April 2022
2,367
Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
Page 22
6
Fixed asset investments
Group
Company
2023
2022
2023
2022
$
$
$
$
-
0
-
0
452,544
452,544
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 May 2022 and 30 April 2023
452,544
Carrying amount
At 30 April 2023
452,544
At 30 April 2022
452,544
Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
Page 23
7
Subsidiaries

Details of the company's subsidiaries at 30 April 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
CAPA The Global Education Network Limited
United Kingdom
Ordinary
100
CAPA The Global Education Network Barcelona SL (Spain)
Spain
Ordinary
100
CAPA The Global Education Foundation (Australia)
Australia
Ordinary
100
8
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
56,710
15,466
-
0
-
0
Amounts owed by group
1,676,946
-
0
-
-
0
Other debtors
1,289,334
301,216
142,970
234
Prepayments and accrued income
1,941,192
1,781,619
405,562
124,373
4,964,182
2,098,301
548,532
124,607
9
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
$
$
$
$
Trade creditors
757,593
970,736
173,507
73,281
Amounts owed to group undertakings
6,764,839
1,784,922
686,407
686,407
Corporation tax payable
73,892
73,840
-
0
-
0
Other creditors
423,991
225,476
59,460
106,311
Accruals and deferred income
380,056
256,188
266,691
214,183
8,400,371
3,311,162
1,186,065
1,080,182
10
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Amounts owed to group undertakings
13,132,112
9,940,829
6,355,220
2,423,453
Education Abroad Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 April 2023
Page 24
11
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
$
$
$
$
2,986,027
1,158,466
-
-
12
Controlling party

The ultimate controlling party is J Hegenbart by virtue of his ability to appoint and remove directors.

13
Cash (absorbed by)/generated from group operations
2023
2022
$
$
Loss for the year after tax
(5,832,951)
(10,026,343)
Adjustments for:
Taxation (credited)/charged
(3,778)
74,312
Finance costs
1,930
553
Loss on disposal of tangible fixed assets
175,597
-
Amortisation and impairment of intangible assets
154,558
154,558
Depreciation and impairment of tangible fixed assets
49,746
65,805
Movements in working capital:
Increase in debtors
(2,865,881)
(2,081,587)
Increase in creditors
8,280,440
12,833,828
Cash (absorbed by)/generated from operations
(40,339)
1,021,126
14
Analysis of changes in net funds - group
1 May 2022
Cash flows
Exchange rate movements
30 April 2023
$
$
$
$
Cash at bank and in hand
281,916
(233,849)
192,985
241,052
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